Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds Proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon Pursuant to the exercise by the Borrower and Administrative Agent of its remedies or in connection with the Administrative Agent, or, if an Event acceleration of Default shall have occurred and be continuingthe Loans and/or the termination of the Commitments, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting of any collection or sale of Collateral, whether or not held in including any Collateral Accountconsisting of cash, and any proceeds of the guarantee set forth in Section 2, 2 in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the ObligationsObligations (including interest), pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders and the Qualified Counterparties in respect of Specified Hedge Agreements and Specified Cash Management Agreements according to the amounts of the Obligations then held by the Lenderseach Secured Party (with any prepayment of Loans being applied, first, to Base Rate Loans and, second, to Eurocurrency Loans); and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding that have not been cash-collateralized, or that do not have a back stop letter of credit in place, and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated terminated, shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At (a) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Administrative Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such intervals as may payments relate held by each Lender) and all payments of fees and expenses received by Administrative Agent (other than fees or expenses that are for Administrative Agent’s separate account or for the separate account of Issuing Bank) shall be agreed upon apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. Subject to Section 10.03(d), Section 3.03(d)(ii), and Section 3.03(e), all payments to be made hereunder by the Borrower shall be remitted to Administrative Agent and the all such payments, and all proceeds of Collateral received by Administrative Agent, orshall be applied, if an so long as no Application Event of Default shall have has occurred and be continuingis continuing and except as otherwise provided herein with respect to Defaulting Lenders, at any time at to reduce the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds balance of the guarantee set forth in Section 2Revolving Loans outstanding and, in payment of the Obligations in the following order: Firstthereafter, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, Borrower (to be wired to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of Designated Account) or such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully other Person entitled to receive the samethereto under applicable law.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid Payment in fullFull of the Obligations, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds Proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply shall distribute all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; Fourth, to the Administrative Agent, for application by it to remainder of Borrower Hedge Agreement Obligations and Guarantor Hedge Agreement Obligations then outstanding; and FourthFifth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding outstanding, and the Revolving Credit Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At Subject to the Intercreditor Agreement and the second proviso in Section 2.6(c) of the Loan Agreement, at such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee guarantees set forth in Section 22 or 3, as applicable, in payment of the Obligations in the following order: order (and, to the extent applicable, in a manner consistent with the Credit Agreement): First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (other than those Letters of Credit that have been Collateralized) and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at times determined by the Administrative Agent's election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee guarantees set forth in Section 22 of this Agreement, in payment of the Obligations in the following order: First, to pay incurred and unpaid out-of-pocket fees and expenses of the Administrative Agent required to be paid under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent indemnification obligations not then due or asserted), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting the Collateral, whether or not held in any Collateral Account, and any proceeds of any collection or sale of Collateral or of the guarantee guarantees set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds received by it constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Creditors according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Creditors; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Creditors according to the amounts of the Obligations then held by the LendersSecured Creditors; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters letters of credit issued under the First Lien Credit Agreement shall be outstanding and the Commitments under the First Lien Credit Agreement shall have terminated or expired shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees fees, costs and expenses of the Administrative Agent under the Loan Documents, including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due Agents and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held remaining unpaid to the Agents and the Lenders (including depositing in a cash collateral account opened by the LendersAdministrative Agent, an amount equal to the aggregate amount of L/C Obligations at the time of application of Proceeds pursuant to this Section 6.5 and with respect to which the Borrower has not previously made a deposit into a cash collateral account pursuant to Section 9 of the Credit Agreement); and FourthThird, any balance of such Proceeds remaining after the then outstanding Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent and the Collateral Agent under the Loan Documents, including, without limitation, fees and expenses of counsel to the Administrative Agent and the Collateral Agent; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be It is agreed upon by the Borrower and the Administrative Agent, or, that if an Event of Default pursuant to Section 601(i) of the Indenture shall have occurred occur and be continuing, any and all Proceeds of the Collateral (as defined in the Indenture) received by the Note Collateral Agent (whether from the Company or otherwise) shall be held by the Note Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the Company (whether matured or unmatured), and/or then or at any time at thereafter may, in the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds sole discretion of the guarantee set forth Note Collateral Agent, be applied by the Note Collateral Agent against the Obligations of the Company then due and owing in the following order of priority: First: to the payment of all amounts due the Trustee under Section 2, in 707 of the Indenture; Second: to the payment of all amounts due the Note Collateral Agent under Section 1210 of the Indenture; and Third: to the payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing unpaid upon the other Obligations of the Company ratably, without preference or priority of any kind, according to the amounts due and remaining unpaid payable on such Obligations; provided that any such application of Proceeds shall be made on a pro rata basis as between and among the Holders and their respective successors and assigns and their permitted transferees and endorsees; Fourth: to be held as Collateral in the Collateral Account to secure all Obligations under or in respect of the Obligations, pro rata among Notes until the Lenders according payment in full in cash of all Obligations (other than contingent indemnification obligations) on the Notes; and Fifth: to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the sameCompany.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, in accordance with the Administrative Credit Agreement, Agent may apply apply, all or any part of the Cash Collateral or the Proceeds constituting Collateral, whether or not held in the Cash Account or any other Collateral Account, and any proceeds of the guarantee set forth in Section 2Guarantees, in payment of the Obligations in the following order: First, to pay incurred and unpaid reasonable fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment and cash collateralization of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, Account in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of such order as the Administrative Agent under may elect, and any part of such funds which the Loan Documents; Second, Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the Administrative AgentBorrower or to whomsoever may be lawfully entitled to receive the same, for application provided that upon any default by it towards the Borrower in the payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts any of the Obligations then when due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the Agent shall promptly apply any amounts of the Obligations then held by the Lenders; and Fourth, in any Collateral Account to pay such overdue Obligations. Any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit that are not fully cash collateralized shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may may, notwithstanding the provisions of Section 2.12(f) of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6 hereof) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section Article 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents, any Secured Hedge Agreements, and any Cash Management Agreements; Second, to the Administrative Agent, for application by it towards payment of all other amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after Discharge of the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Collateral Agent under the Loan First Lien Documents; Second, to the Administrative Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Collateral Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and Secured Debt Termination Date with respect to the Commitments shall have terminated First Lien Debt shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same; provided that in the event of any inconsistency between the terms of the Intercreditor Agreement and this Section 6.5, the term of the Intercreditor Agreement shall govern.

Application of Proceeds. At such intervals as may be agreed upon by the Parent Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid Payment in fullFull of the Obligations, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Parent Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, Agent or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent in its capacity as such under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Administrative Agent and the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersAdministrative Agent and the Secured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Administrative Agent and the Secured Parties according to the amounts of the Obligations then held by the LendersAdministrative Agent and the Secured Parties; and Fourth, any balance of such Proceeds remaining after the then outstanding Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations Obligations, and shall make any such application in the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the LendersSecured Parties; and FourthThird, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letters Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Bank or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have terminated been terminated, shall be paid over to the Borrower or to whomsoever whomever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply shall distribute all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 22 and any proceeds, awards or rents of any Mortgaged Property or other Collateral, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according parties to the amounts of the which such Obligations are then due and owing based on the respective amounts thereof; Third (this clause being applicable only if an Event of Default shall have occurred and remaining unpaid to the Lenders; Thirdbe continuing), to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to parties holding such Obligations based on the respective amounts of the Obligations then held by the Lendersthereof; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever as otherwise may be lawfully entitled to receive the samerequired by applicable law.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, Account in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee guarantees set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Commitments shall have terminated shall be paid over to the Borrower applicable Grantor or to whomsoever may be lawfully entitled to receive the sameGuarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than such obligations under Sections 2.17, 2.18, 2.19 and 10.5 of the Credit Agreement that are not then due and payable and demanded), no Letters of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized in an amount and manner satisfactory to the relevant Issuing Lender) and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated Termination Date shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee guarantees set forth in Section 2Sections 2 and 3, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been indefeasibly paid in fullfull in cash, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At The Administrative Agent shall apply any proceeds of the guarantee set forth herein in payment of the Obligations. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Guaranty and the Credit Agreement and may do so at such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election. Subject to the foregoing, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any such proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Guaranteed Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersGuaranteed Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Guaranteed Parties according to the amounts of the Obligations then held by the LendersGuaranteed Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the U.S. Borrower and the General Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the General Administrative Agent's election, the General Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the ----- Administrative Agent Agents under the Loan Documents; Second, to the General Administrative Agent, for application by it ------ towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among in the Lenders according to the amounts order specified in Sections 7.5 and 15.18 of the Obligations then due and owing and remaining unpaid to the LendersCredit Agreement; Third, to the General Administrative Agent, for application by it ----- towards prepayment of the Obligations, pro rata among in the Lenders according to the amounts order specified in Sections 7.5 and 15.18 of the Obligations then held by the LendersCredit Agreement; and Fourth, any balance of such Proceeds remaining after the Obligations ------ shall have been paid in full, no Letters of Credit or Acceptance shall be outstanding and the Commitments shall have terminated shall be paid over to the U.S. Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, Account and any proceeds of the guarantee set forth in Section 2, 2 in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds proceeds remaining after the Obligations shall have been ben paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; Fourth, to the Administrative Agent, for application by it towards replacement of outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and Fourthconditions satisfactory to the Administrative Agent and the applicable Issuing Lender; and Fifth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may may, notwithstanding the provisions of Section 2.11 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting costs and expenses as provided in Section 6.6(b) hereof) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan DocumentsDocuments permitted under Section 10.5 of the Credit Agreement or Section 8.4 hereof; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated or expired shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent and the Collateral Agent under the Loan Documents; Second, to the Administrative Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Collateral Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated terminated, shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull in cash or other immediately available funds, no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Collateral Agent and the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the US Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid reasonable fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata prorata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (or if outstanding are not cash collateralized) and the Commitments shall have terminated shall be paid over to the US Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply shall distribute all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit or Swap Related L/Cs shall be outstanding outstanding, and the Revolving Credit Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At Subject to the terms of the Intercreditor Agreement, at such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting of any collection or sale of Collateral, whether or not held in including any Collateral Accountconsisting of cash, and any proceeds of the guarantee set forth in Section 2, 2 in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders, with any such prepayment of Loans being applied, first, to Base Rate Loans and, second, to Eurocurrency Loans; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit or Acceptances shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (other than Letters of Credit cash collateralized in accordance with subsection 11.18(b) of the Credit Agreement) and the Commitments shall have terminated shall be paid over to the relevant Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds and proceeds from the guarantee remaining after the Obligations shall have been paid in full, no Letters letters of credit issued under the Credit Agreement shall be outstanding and the Commitments under the Credit Agreement shall have terminated or expired shall be paid over to the Borrower Grantors or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full in cash or other immediately available funds and the Revolving Credit Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: FirstFIRST, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; SecondSECOND, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; ThirdTHIRD, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then held by the Lenders; and FourthFOURTH, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the relevant Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, Account in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's and Syndication Agent's election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among rataamong the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Commitments shall have terminated shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, Account in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among rataamong the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon ----------------------- by each of the Borrower Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the ----- Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards ------ payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the -------- Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards ----- prepayment of the ObligationsObligations in accordance with Section 2.9(d) of the Credit Agreement, pro rata among the Lenders according to the amounts of --- ---- the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations ------ shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the relevant Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds Proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent and Collateral Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the any other then outstanding, non-contingent Obligations, pro rata among the Lenders Secured Parties according to the amounts of the such Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid Payment in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated Full shall be paid over to the Borrower Grantors entitled thereto or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. (a) At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Secured Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Secured Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Secured Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Secured Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full, no Letters of Credit shall be outstanding (other than any Letter of Credit in respect of which the relevant Issuing Lender has received cash collateral or a back-to-back letter of credit, in each case satisfactory to such Issuing Lender) and the Revolving Credit Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Credit Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be mutually agreed in writing upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may may, notwithstanding the provisions of Section 2.12(g) of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6 hereof) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section Article 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents, any Secured Hedge Agreements, and any Cash Management Agreements; Second, to the Administrative Agent, for application by it towards payment of all other amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after Discharge of the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At Subject to the terms of the Intercreditor Agreement, at such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting of any collection or sale of Collateral, whether or not held in including any Collateral Accountconsisting of cash, and any proceeds of the guarantee set forth in Section 2, 2 in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the ObligationsObligations (other than obligations in respect of Specified Hedge Agreements and Specified Cash Management Agreements), pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders, with any such prepayment of Loans being applied, first, to Base Rate Loans and, second, to Eurocurrency Loans; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such ----------------------- intervals set forth in the Credit Agreement or otherwise as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the ----- Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards ------ payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the --- ---- Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards ----- prepayment of the Obligations, pro rata among the Lenders according to the --- ---- amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations ------ shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit (other than those that have been cash collateralized) shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations (other than contingent indemnity and reimbursement obligations not then due and payable) shall have been paid in full, no Letters of Credit shall be outstanding (or all Letters of Credit shall have been fully cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; Fourth, to the Administrative Agent, for application by it towards replacement of outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent and each applicable Issuing Lender; and FourthFifth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations Obligations, and shall make any such application in the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Administrative Agent, any Issuing Lender and the Lenders (and any affiliates thereof which are party to any Specified Hedge Agreement) according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment each of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lendersthem; and FourthThird, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letters Letter of Credit (that is not cash collateralized to the reasonable satisfaction of the Issuing Bank or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon ----------------------- by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the ----- Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards ------ payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards ----- prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations ------ shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated Fully Satisfied shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Subsidiary Grantor shall be applied to any Excluded Swap Obligations of such Subsidiary Grantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: FirstFIRST, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; SecondSECOND, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; ThirdTHIRD, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then held by the Lenders; and FourthFOURTH, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (unless such Letter of Credit has been cash collateralized in full to the satisfaction of the Administrative Agent and the Lenders) and the Commitments shall have terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply shall distribute all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding outstanding, and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Second Lien Obligations in the following order (it being understood that any application of such Proceeds constituting Collateral by the Administrative Agent towards the payment of the Second Lien Obligations shall be made in the following order: ): First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Second Lien Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Second Lien Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Second Lien Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Second Lien Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuingcontinuing and the Lenders have elected to exercise remedies in accordance with the terms of the Term Loan Agreement, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon ----------------------- by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent ----- under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of ------ amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due --- ---- and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the ----- Obligations, pro rata among the Lenders according to the amounts of the --- ---- Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall obligations ------ of the Loan Parties under the Loan Documents have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon The proceeds received by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply in respect of any sale of, collection from or other realization upon all or any part of Proceeds constituting Collateral, whether or not held in any the Collateral Account, and any proceeds of pursuant to the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of exercise by the Administrative Agent under the Loan Documents; Secondof its remedies shall be applied, to the Administrative Agentin full or in part, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations together with any other sums then held by the LendersAdministrative Agent pursuant to the Loan Documents, promptly by the Administrative Agent as follows: first, to all fees and reasonable costs and expenses incurred by Administrative Agent or any other Secured Party with respect to the Credit Agreement, the other Loan Documents or the Collateral; second, to all fees due and owing to Administrative Agent or any other Secured Party; third, to accrued and unpaid interest on the Loan Document Obligations; fourth, to the principal amounts of the Loan Document Obligations outstanding; and Fourthfifth, to any other Loan Document Obligations owing to the Administrative Agent or any other Secured Party. Any balance of such Proceeds remaining after the such Grantor’s Obligations (other than contingent indemnification obligations for which no pending claim is outstanding) shall have been paid in full, no Letters of Credit shall be outstanding (or shall have been cash collateralized or replaced in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall have terminated shall be paid turned over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee guarantees set forth in Section 22 of this Agreement and Article III of the Credit Agreement, in payment of the Obligations in the following order: First, to pay incurred and unpaid out-of-pocket fees and expenses of the Administrative Agent required to be paid under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in fullfull (other than contingent indemnification obligations not then due or asserted), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lead Agents and the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lead Agents and the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lead Agents and Lenders according to the amounts of the Obligations then held by the Lead Agents and the Lenders; and Fourth, any balance of such Proceeds remaining after the then outstanding Obligations shall have been paid in fullfull (excluding contingent indemnification obligations or obligations with respect to Specified Hedge Agreements), no Letters of Credit shall be outstanding and the Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards toward payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: FirstFIRST, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; SecondSECOND, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; ThirdTHIRD, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata PRO RATA among the Lenders according to the amounts of the Obligations then held by the Lenders; and FourthFOURTH, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no full,[no Letters of Credit shall be outstanding outstanding] and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent's election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative AgentAgent in writing, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, Deposit Account, Securities Account or Commodities Account and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under required to be paid pursuant to the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, subject to the terms of the Intercreditor Agreement, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding full (other than contingent indemnity obligations not due and payable) and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after the Obligations (other than Unmatured Surviving Obligations) shall have been paid in full, no Letters of Credit shall be outstanding outstanding, no Bank Hedge Agreement shall remain in effect and the Commitments shall have terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Administrative Collateral Agent's ’s election, the Administrative Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations Obligations, and shall make any such application in the following orderorder to the extent permitted by and subject to the terms and provisions of the Intercreditor Agreement,: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the Administrative Agent Agents under the Loan Documents; Second, to the Administrative Collateral Agent, for application by it towards payment in full of all Unfunded Advances/Participations; Third, to the Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders; Third, to the Administrative Agent, for application by it towards prepayment each of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lendersthem; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated full (other than contingent or indemnification obligations not then due) shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's ’s election, the Administrative Agent may may, notwithstanding the provisions of Section 2.12(f) of the Bridge Facility Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6 hereof) constituting CollateralCollateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section Article 2, in payment of the Obligations in the following order: First, to the Administrative Agent, to pay incurred and unpaid fees and expenses of the Administrative Agent Secured Parties under the Loan Documents, any Secured Hedge Agreements, and any Cash Management Agreements; Second, to the Administrative Agent, for application by it towards payment of all other amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the LendersSecured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders Secured Parties according to the amounts of the Obligations then held by the LendersSecured Parties; and Fourth, any balance of such Proceeds remaining after Discharge of the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according parties to the amounts of the which such Obligations are then due and owing based on the respective amounts thereof; Third (this clause being applicable only if an Event of Default shall have occurred and remaining unpaid to the Lenders; Thirdbe continuing), to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to parties holding such Obligations based on the respective amounts of the Obligations then held by the Lendersthereof; and Fourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.