Common use of Waterfall Clause in Contracts

Waterfall. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Waterfall. After Notwithstanding any other provision of this Agreement or any other Loan Document to the exercise contrary, all amounts collected or received by the Administrative Agent or any Lender after acceleration of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso pursuant to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, 8.1 shall be applied by the Administrative Agent in the following order: Firstas follows: (i) first, to the payment of that portion all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Secured Obligations constituting feesAdministrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents; (ii) second, indemnities, expenses and other amounts (including fees, charges and disbursements to the payment of counsel any fees owed to the Administrative Agent and amounts payable hereunder or under Article IIIany other Loan Document; (iii) payable third, to the Administrative Agent in its capacity as such; Second, to payment of that portion all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising in connection with enforcing its rights under the Loan Documents and amounts payable under Article III, ratably among them in proportion or otherwise with respect to the respective amounts described in this clause Second payable Obligations owing to them; Thirdsuch Lender; (iv) fourth, to the payment of that portion all of the Secured Obligations constituting consisting of accrued fees and unpaid interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing is allowed in such proceeding); (v) fifth, to the payment of the outstanding principal amount of the Obligations (including the payment of any outstanding reimbursement obligations in respect of any LC Disbursement and the obligation to cash collateralize Letter of Credit Fees Exposure), and interest on including Obligations in connection with any Rate Management Transaction between any Loan Party and any Lender (or any Affiliate of any Lender) (to the Loansextent such Rate Management Transaction is required or permitted hereunder); (vi) sixth, L/C Borrowings to the payment of all other Obligations and other Secured Obligations arising obligations that shall have become due and payable under the Loan Documents, ratably among the Lenders Documents or otherwise and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to themnot repaid; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in fulland (vii) seventh, to the Borrower or as otherwise required by Lawpayment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.

Waterfall. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject Prior to the provisions occurrence of Sections 2.14 and 2.15an Event of Default, be applied all payments received by the Administrative Agent in under the following order: FirstLoan Documents shall be applied, (i) first, to payment pay Obligations in respect of that portion of the Secured Obligations constituting feesany cost or expense reimbursements, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel fees or indemnities then due to the Administrative Agent and amounts payable under Article IIIpursuant to this Agreement or any Loan Document, (ii) payable to the Administrative Agent in its capacity as such; Secondsecond, to payment of that portion of the Secured Obligations constituting fees, indemnities pay interest then due and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and (other than a Defaulting Lender) calculated at the L/C Issuer Contract Rate, (including feesiii) third, charges and disbursements to pay Obligations in respect of counsel any cost or expense reimbursements, fees or indemnities then due to the respective Lenders and (other than a Defaulting Lender) in respect of the L/C Issuer Loan pursuant to this Agreement or any Loan Document, (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issueriv) fourth, subject to Section 2.5(b)) arising , to principal payments due under the Loan Documents and amounts payable under Article III, ratably among them in proportion owing to the respective amounts described in this clause Second payable Lenders (other than a Defaulting Lender) and to them; Thirdthe Obligations under the Secured Hedge Agreements, (v) fifth, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loansany reserves, L/C Borrowings and escrows or other Secured Obligations arising under impounds required to be maintained pursuant to the Loan Documents, ratably among (vi) sixth, to the Lenders ratable payment of all other Obligations (other than Obligations owing to a Defaulting Lender); and (vii) seventh, to repay all other Obligations owing to a Defaulting Lender. Upon the occurrence of an Event of Default, all payments shall be applied in such order as the Administrative Agent shall determine in its sole discretion. Notwithstanding anything herein to the contrary, if at any time following an Event of Default or acceleration of the Obligations or on or after the Maturity Date, the Administrative Agent applies any payments received or the proceeds of any Collateral to principal payments on the Loan, the Administrative Agent shall apply such payments or proceeds pro rata between such principal payments on the Loan and the L/C Issuer in proportion to Obligations under the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion Secured Hedge Agreements based on the outstanding principal balance of the Secured Loan and the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by LawAgreements.

Waterfall. After Notwithstanding any other provision of this Agreement or any other Loan Document to the exercise contrary, all amounts collected or received by the Administrative Agent or any Lender after acceleration of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso pursuant to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, 8.1 shall be applied by the Administrative Agent in the following order: Firstas follows: (i) first, to the payment of that portion all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Secured Obligations constituting feesAdministrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents; (ii) second, indemnities, expenses and other amounts (including fees, charges and disbursements to the payment of counsel any fees owed to the Administrative Agent and amounts payable hereunder or under Article IIIany other Loan Document; (iii) payable third, to the Administrative Agent in its capacity as such; Second, to payment of that portion all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising in connection with enforcing its rights under the Loan Documents and amounts payable under Article III, ratably among them in proportion or otherwise with respect to the respective amounts described in this clause Second payable Obligations owing to them; Thirdsuch Lender; (iv) fourth, to the payment of that portion all of the Secured Obligations constituting consisting of accrued fees and unpaid interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing is allowed in such proceeding); (v) fifth, to the payment of the outstanding principal amount of the Obligations (including the payment of any outstanding reimbursement obligations in respect of any LC Disbursement and the obligation to cash collateralize Letter of Credit Fees Exposure), and interest on including Obligations in connection with any Rate Management Transaction between any Loan Party and any Lender (or any Affiliate of any Lender) (to the Loansextent such Rate Management Transaction is required or permitted hereunder); (vi) sixth, L/C Borrowings to the payment of all other Obligations and other Secured Obligations arising obligations that shall have become due and payable under the Loan Documents, ratably among the Lenders Documents or otherwise and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to themnot repaid; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in fulland (vii) seventh, to the Borrower payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything to the contrary, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or as its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise required by Lawset forth above in the waterfall.

Waterfall. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject a) Subject to the provisions of Sections 2.14 and 2.15this Agreement, all payments (other than payments described in Section 2.2(b)) made by or on behalf of the Loan Parties before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Administrative Agent in each instance in the following order: First: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; and (ii) second, in payment of any other Obligations due hereunder ratably among the Lenders in proportion to their Pro Rata Share. (b) All payments made by or on behalf of the Loan Parties after the exercise of any rights arising under Article X shall be applied by the Administrative Agent in each instance in the following order: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including all reasonable fees, charges expenses and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Article IIISection 4.4) payable to the Administrative Agent in its capacity as such; Second; (ii) second, to payment of that portion of the Secured Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and the L/C Issuer (including all reasonable fees, charges expenses and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article IIISection 4.4), ratably among them the Lenders in proportion to the respective amounts described in this clause Second payable to them; Thirdtheir Pro Rata Share; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan DocumentsBonds, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourththeir Pro Rata Share; (iv) fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansBonds, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks Lenders in proportion to the respective amounts described in this clause Fourth held by themtheir Pro Rata Share; and Lastand (v) last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Waterfall. After the exercise of remedies (a) So long as no Waterfall Event has occurred and is continuing and except as otherwise provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required with respect to be Cash Collateralized as set forth in the proviso to Section 8.02)Defaulting Lenders, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees all principal and interest on the Loanspayments, L/C Borrowings and other Secured Obligations arising under the Loan Documents, shall be apportioned ratably among the Lenders (according to their Commitment Percentages thereof) and all payments of fees, costs and expenses (other than fees, costs or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders according to their Commitment Percentages thereof (it being understood that all costs and expenses due and owing to Agent, and all principal and interest of Advances (including Protective Advances) made by Agent and not reimbursed by Lenders, shall first be paid in full before any such payments are made to any of the Lenders). Payments for the purposes of this clause (a) shall include proceeds of Collateral received by Agent. (b) At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows (it being understood that in the event that any Lender, as opposed to Agent, receives such payment or proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable to Agent for application to the Obligations as provided in this Agreement): first, to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Agent in connection with this Agreement or any Other Document and to the principal and interest of Advances (including Protective Advances) made by Agent and not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any of the Advances according to their respective Commitment Percentages thereof until paid in full; third, pro rata to fees due to Agent and the L/C Issuer Lenders in proportion connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, pro rata to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansAdvances made by each Lender according to their respective Commitment Percentages thereof and, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and after an Event of Default pursuant to Section 10.6 or if requested by Agent or Required Lenders after the Administrative Agent for the account occurrence of the L/C Issuerany other Event of Default, on a pro rata basis, to Cash Collateralize that portion of L/C Obligations comprised furnish to Agent cash collateral in an amount not less than 105% of the aggregate undrawn amount of all Letters of Credit Credit, such cash collateral arrangements to the extent not otherwise Cash Collateralized by the Borrower pursuant be in form and substance satisfactory to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly Agent until paid in full; fifth pro rata to any other Obligations (other than Bank Product Obligations) until paid in full; and sixth pro rata to any Bank Product Obligations until paid in full. (c) If any deficiency shall arise, Loan Parties shall remain liable to Agent and Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in a commercially reasonably manner, Agent may obtain a deficiency judgment for the Borrower or as otherwise required by Lawdifference between the amount of the Obligation and the amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in satisfaction of the Obligations unless Agent has entered into a written agreement with Loan Party to that effect.

Waterfall. After (a) Except as otherwise provided in this Agreement, after the occurrence of an Event of Default and the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to case of an Event of Default described in Section 8.028.01(8) or Section 8.01(9)) or the sale or other disposition of the Collateral through an exercise of rights and remedies hereunder, any all amounts received on account of by the Secured Obligations Administrative Agent for distribution hereunder or under the Loan Documents shall, subject to the provisions terms of Sections 2.14 and 2.15the Intercreditor Agreement, be applied by the Administrative Agent distributed in the following order: Firstorder and, if to Lenders, according to each Lender’s pro rata share with respect to each category set forth below: (i) first, toward payment of that portion of the Secured Obligations constituting feesany expenses, indemnities, expenses fees and other amounts (including fees, charges and disbursements of counsel indemnities due to the Administrative Agent and amounts payable under Article IIIAgents hereunder; (ii) payable to the Administrative Agent in its capacity as such; Secondsecond, to toward payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of fees then due hereunder with respect to any Revolving Facility Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan DocumentsExposure, ratably among the Lenders parties entitled thereto in accordance with the amounts of interest and fees then due to such parties; (iii) third, toward payment of principal of unreimbursed Letter of Credit Disbursements, Swingline Loans, Protective Advances and Overadvances then due hereunder, ratably among the L/C Issuer parties entitled thereto in proportion accordance with the amounts of principal, unreimbursed Letter of Credit Disbursements, Protective Advances and Overadvances then due to such parties; (iv) fourth, on a pro rata basis, (w) toward payment of other principal then due hereunder with respect to any Revolving Facility Credit Exposure, ratably among the parties entitled thereto in accordance with the amounts of such principal then due to such parties, (x) toward the payment of any outstanding obligations owed to the respective Qualified Counterparties under any Designated Hedging Agreements to which the Borrowers or Guarantors are a party in an aggregate amount not to exceed the Designated Hedging Reserve ratably among the parties entitled thereto in accordance with the amounts described of obligations under such Designated Hedging Agreements then due to such parties and (y) toward payment of any outstanding obligations owed to Cash Management Banks under any Designated Cash Management Obligations of the Borrowers or Guarantors are a party in this clause Third payable an aggregate amount not to them; Fourthexceed the Designated Cash Management Reserve ratably among the parties entitled thereto in accordance with the amounts of such Designated Cash Management Obligations then due to such parties; (v) fifth, if an Event of Default has occurred and is continuing, to payment cash collateralize Letters of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent Credit issued for the account of the L/C IssuerBorrowers in accordance with the terms of the Letter of Credit Collateralization definition and Section 2.05(13); (vi) sixth, to Cash Collateralize that portion of L/C pay any other Obligations comprised (excluding Obligations as described in items (2) and (4) of the aggregate undrawn amount definition of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case “Obligations” contained herein) ratably among the Administrative Agentparties thereto in accordance with such amounts so owed them; (vii) seventh, to payment of obligations pursuant to Specified Hedge Agreements then due from the Borrowers or Guarantors party to such Specified Hedge Agreements, ratably among the parties entitled thereto in accordance with the amounts of obligations under such Specified Hedge Agreements then due to such parties; (viii) eighth, to payment of Cash Management Obligations then due from the Borrowers or Guarantors, ratably among the parties entitled thereto in accordance with the amounts of such Cash Management Obligations then due to such parties; (ix) ninth, to payment of all other Obligations then due and payable, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties; and (x) tenth, the Lendersremainder shall be returned to the Loan Parties. provided that the application of such proceeds at all times will be subject to the application of proceeds provisions contained in the Intercreditor Agreement; provided, further that the L/C Issuers, Administrative Agent shall have no obligation to calculate the Hedge Banks amount of any Designated Cash Management Obligation and may request a reasonably detailed calculation thereof from the applicable Cash Management Bank. If the Cash Management Banks in proportion Bank fails to deliver the respective amounts described in this clause Fourth held by them; and Lastcalculation within five (5) Business Days following request, the balance, if any, after all of Administrative Agent may assume the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawamount is zero.

Waterfall. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;