Common use of Application of Payments Clause in Contracts

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows:follows:‌ (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;them;‌ (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them;them;‌ (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them;them;‌ (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein Prior to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations made hereunder shall be applied by the Administrative Agent as follows: (i) firstdirected by the Borrower, but subject to payment the terms of that portion this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the Obligations constituting feesexistence of an Event of Default, indemnities, expenses all payments and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to collections received by the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestas a result of the exercise of remedies against Collateral or against the Borrower or any Subsidiary) payable shall be applied by the Administrative Agent in its discretion, but subject to the Lenders terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent as a result of the exercise of remedies against Collateral or against the Borrower or any Subsidiary shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and disbursements expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other charges Credit Document on behalf of counsel payable any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under Section 11.03) arising under any other Credit Document; SECOND, to the Loan Documents, payment of all accrued interest constituting part of the Secured Obligations (the amounts so applied to be distributed ratably among them the Secured Parties in proportion to accordance with the respective amounts of the Secured Obligations described in this clause (ii) payable “SECOND” owed to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest them on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to themdate of any such distribution); (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations Obligations, including, without limitation, all proceeds of the Collateral, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an the Administrative Agency Fee Letter (if any)Letter) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(a) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiiA) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Loans; (iv) payable to them; (v) fifthfourth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and Agent, the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (viv) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the contrary, following the occurrence and during the continuance of an Event of Defaultcollateral, and notice thereof to net operating income from the Initial Lender and the collateral during any period it is owned by Administrative Agent by the Borrower or the Required on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, and all payments received on account proceeds of the Obligations Collateral received by Administrative Agent, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting pay any fees, indemnities, costs, expenses and other amounts (including fees those in Section 8.7) and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable reimbursements then due to the Administrative Agent and from Borrower (including any of the Collateral foregoing constituting Administrative Agent in their respective capacities as such; (ii) Advances, together with interest thereon); second, to payment of that portion pay any fees, costs, expenses and reimbursements then due to Lenders from Borrower (including any of the Obligations foregoing constituting feesAdministrative Agent Advances, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentstogether with interest thereon, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) reimbursed by Lenders); third, to payment of that portion pay (on a pari passu basis) pro rata interest and late charges due in respect of the Obligations constituting accrued Indebtedness and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) regularly occurring payments under any Swap Contract; fourth, to payment of that portion of the Obligations constituting unpaid pay (on a pari passu basis) or prepay pro rata principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) Indebtedness and “Settlement Amounts” or “Close-Out Amounts”, and similar payments, as applicable, payable to them; (v) fifthby Borrower under Swap Transactions; and last, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balanceBorrower, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments. Notwithstanding anything to the contrary in this Agreement, obligations arising under Swap Contracts shall be excluded from the application described above in this Section 8.11 if Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as Administrative Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of this Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Parent Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.23, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.5 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.08(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, Reimbursement Obligations, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0310.5) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and Reimbursement Obligations, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and obligations arising under Specified Cash Management Agreements and Specified Swap Agreements and (B) to cash collateralize that portion of L/C Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.23 or 3.1, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.23 or 3.1, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.2; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Issuing Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the acceleration of the Obligations after the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.3 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0310.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.4 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.4 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.4; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, subject to Section 2.4(i).

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of a Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.6 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to Section 11.12 payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of drawings under Letters of Credit, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0310.6) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed drawings under Letters of Credit, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed drawings under Letters of Credit and (B) to Cash Collateralize that portion of Letter of Credit Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.22 or Section 4.10, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to clause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to Cash Collateralize Obligations in respect of Letters of Credit and (y) subject to Section 2.22 or Section 4.10, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.13(c) payable to the Administrative Agent and the Collateral Agent solely in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to based upon the respective aggregate amounts of the Loans described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to After the contraryexercise of remedies provided for in Section 7.1 (or after the Loans have automatically become or have been declared immediately due and payable), following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments any amounts received on account of the Obligations shall be applied by the Administrative Agent as followsin the following order: (ia) firstFirst, to the payment of that portion of, or (as the case may be) the reimbursement of the Obligations constituting feesAdministrative Agent for or in respect of all reasonable costs, indemnitiesexpenses, expenses and other amounts (including fees and disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other charges Loan Documents or in respect of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable the Securities Collateral or in support of any provision of adequate indemnity to the Administrative Agent and against any taxes or liens which by law shall have, or may have, priority over the Collateral rights of the Administrative Agent in their respective capacities as suchto such monies; (iib) secondSecond, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit fees) payable to the Administrative Agent and the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Administrative Agent, the Lenders and the Issuing Bank (including fees and disbursements and other time charges for attorneys who may be employees of counsel payable under Section 11.03) arising under the Loan DocumentsAdministrative Agent, any Lender or the Issuing Bank), ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iiic) thirdThird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time, and accrued and unpaid Letter of Credit fees, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) Third payable to them; (ivd) fourthFourth, to (i) the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, (ii) payment of breakage, termination or other amounts owing in respect of any Swap Agreement between the Borrower and any Lender or any Affiliate of any Lender and (iii) the Administrative Agent, for the account of the Issuing Bank, to cash collateralize the aggregate undrawn amount of Letters of Credit in an amount equal to 105% of such undrawn amount, ratably among the Lenders such parties in proportion to the respective amounts described in this clause (iv) Fourth payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vie) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Lawapplicable law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 ‎11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03‎11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)9.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities as suchAgent; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Applicable Law.

Application of Payments. Notwithstanding anything herein to the contrary, following (i) the occurrence and during the continuance of an Event of Default, the termination of the Commitments and notice thereof to the Initial Lender Administrative Agent by the Borrower or the Required Lenders or (ii) the occurrence and during the continuance of an Event of Default under Section 6.01(a), (b), (c), (h) or (i) and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.17, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.04 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of Letter of Credit Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Lenders payable under Section 11.039.04) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed Letter of Credit Disbursements, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed Letter of Credit Disbursements and (B) to cash collateralize that portion of Letter of Credit Liabilities comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 6.02 or 2.17, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 6.02 or 2.17, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 6.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Issuing Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower Company or the Required Lenders, all payments received on account of the Obligations shall obligations hereunder shall, subject to Section 2.18 and Section 2.19, be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent hereunder or the other Loan Documents (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.10(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (iib) second, to payment of that portion of the Obligations obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, (i) to payment of that portion of the Obligations obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (ii) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.04 or 2.18, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (ivd) payable to them; provided that (x) any such amounts applied pursuant to subclause (ii) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to cash collateralize obligations in respect of Letters of Credit, (y) subject to Section 2.04 or 2.18, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (d) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other obligations, if any, in the order set forth in this Section 7.02; (ve) fifth, to the payment in full of all other Obligationsobligations under the Loan Documents, in each case ratably among the Administrative Agent Agent, the Lenders and the Issuing Lenders based upon the respective aggregate amounts of all such Obligations obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations obligations under the Loan Documents have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other obligations under the Loan Documents, if any, in the order set forth above.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding (including, following without limitation, Section 1.9(b) hereof), all payments and collections received in respect of the occurrence and during Obligations by the continuance Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving Credit Commitments as a result of an Event of Default, and notice thereof Default shall be remitted to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent and distributed as follows: (ia) first, to the payment of that portion any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Credit Documents, and in any event including all costs and expenses of a character which the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable Borrower has agreed to pay the Administrative Agent under Section 11.03 8.7 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts payable under an Administrative Agency Fee Letter (if any)) payable shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent and the Collateral Agent in their respective capacities as suchAgent); (iib) second, to the payment of any outstanding costs and expenses incurred by any Lender that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable Borrower has agreed to the Lenders (including fees and disbursements and other charges of counsel payable pay under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them8.7 hereof; (iiic) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to themboth for principal and accrued but unpaid interest; (ivd) fourth, to the payment of that portion of any outstanding interest and fees due under the Obligations constituting Credit Documents to be allocated pro rata in accordance with the aggregate unpaid principal of the Loans ratably among the Lenders in proportion amounts owing to the respective amounts described in this clause (iv) payable to themeach holder thereof; (ve) fifth, to the payment in full of all principal on the Loans (other than Swingline Loans), unpaid Reimbursement Obligations, in each case ratably among together with amounts to be held by the Administrative Agent and as collateral security for any outstanding L/C Obligations pursuant to Section 8.4 hereof (until the Lenders based upon Administrative Agent is holding an amount of cash equal to the respective aggregate amounts then outstanding amount of all such Obligations owing L/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer to them be allocated pro rata in accordance with the respective aggregate unpaid amounts thereof then due and payableowing to each holder thereof; (f) sixth, to the payment of all other unpaid Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vig) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawwhoever else may be lawfully entitled thereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders Lenders, the Issuing Banks and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements, (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21; provided that, (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Secured Cash Management Obligations and Secured Hedging Obligations, in each case, ratably among the Lenders and the Issuing Banks and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders, the Issuing Banks and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(d) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, Default and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.17, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agent (including reasonable and documented fees and disbursements and other charges of counsel to the Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.09(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees and charges) payable to the Lenders and the Issuing Banks (including reasonable and documented fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.19(j), but solely to the extent required to be cash collateralized pursuant to Section 2.19(j), ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.19, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other ObligationsObligations (other than unmatured contingent indemnification and expense reimbursement obligations), in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations (other than unmatured contingent indemnification and expense reimbursement obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Law; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required LendersLender, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)9.03) payable to the Administrative Agent and the Collateral Agent Lender in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Lender (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders Lender in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders Lender in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders Lender based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the acceleration of the Obligations after the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.3 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(a) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the contrary, following the occurrence and during the continuance of an Event of Defaultcollateral, and notice thereof to net operating income from the Initial Lender and the collateral during any period it is owned by Administrative Agent by the Borrower or the Required on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, and all payments received on account proceeds of the Obligations Collateral received by Administrative Agent, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting pay any fees, indemnities, costs, expenses and other amounts (including fees those in Section 8.7) and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable reimbursements then due to the Administrative Agent and from Borrowers (including any of the Collateral foregoing constituting Administrative Agent in their respective capacities as such; (ii) Advances, together with interest thereon); second, to payment of that portion pay any fees, costs, expenses and reimbursements then due to Lenders from Borrowers (including any of the Obligations foregoing constituting feesAdministrative Agent Advances, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentstogether with interest thereon, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) reimbursed by Lenders); third, to payment of that portion pay (on a pari passu basis) pro rata interest and late charges due in respect of the Obligations constituting accrued Indebtedness and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) regularly occurring payments under any Swap Contract; fourth, to payment of that portion of the Obligations constituting unpaid pay (on a pari passu basis) or prepay pro rata principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) Indebtedness and “Settlement Amounts” or “Close-Out Amounts”, and similar payments, as applicable, payable to them; (v) fifthby any Borrower under Swap Transactions; and last, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balanceBorrowers, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments. Notwithstanding anything to the contrary in this Agreement, obligations arising under Swap Contracts shall be excluded from the application described above in this Section 8.11 if Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as Administrative Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of this Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the acceleration of the Obligations after the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.3 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0310.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.5 or Section 2.21, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.5 or Section 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.4; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, subject to Section 2.5(i).

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein Subject to the contraryclause (c) below, following the occurrence and during the continuance of an Event of Default, and notice thereof repayments required pursuant to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations Sections 2.03(b) through (f) shall be applied by to the Administrative Agent Obligations as follows: (i) firstFirst, to payment of that portion of pay outstanding Protective Advances funded by the Administrative Agent; (ii) Second, to pay Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable owing to the Administrative Agent and Lenders constituting (a) indemnities and expenses then due and payable under this Agreement and the Collateral Agent other Loan Documents and (b) the fees then due and payable under Section 2.07 (b), ratably among such Persons in their proportion to the respective capacities as suchamounts described in this clause payable to them; (iiiii) secondThird, to payment of that portion of the pay Obligations constituting feesaccrued and unpaid interest and fees (including without limitation, indemnities the Early Termination Premium) due and other amounts (other than principal and interest) payable to to, the Lenders (including fees by the Borrower under this Agreement and disbursements and the other charges of counsel payable under Section 11.03) arising under the Loan Documents, Documents ratably among them in proportion to the respective amounts described in this clause (ii) Third payable to them; (iiiiv) thirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest repay principal on the Loans, Term Loans and Revolving Credit Loans ratably among the Lenders holders thereof in proportion to the respective amounts described in this clause (iii) Fourth payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them;; and (v) fifthFifth, thereafter to the Borrower’s operating account. All payments applied to the Loans pursuant to this Section 2.05 shall (x) be applied to the Loans owing to the Lenders in accordance with their respective Applicable Percentages, (y) be subject to any applicable Early Termination Premium, and (z) be accompanied by accrued interest to the extent required by Section 2.06 and Breakage Costs to the extent required by Section 3.04. The Administrative Agent reserves the right in its Permitted Discretion at any time to repay the outstanding Obligations with any or all of the Reserved Cash or funds held in the Reserved Cash Account and in such event, Reserved Cash or funds held in the Reserved Cash Account shall be applied as follows: First, to repay the payment in full principal balance of all other Obligationsthe Revolving Credit Loans (but so long as no Default or Event of Default shall have occurred and be continuing at such time, without any permanent reduction of Revolving Credit Commitments); and Second, to repay the principal balance of the Term Loans, subject to any applicable Early Termination Premium and, in each case ratably among case, shall be applied to the principal balance of the Loans based on the pro rata share of each Lender (for the avoidance of doubt, the remittance of additional Reserved Cash pursuant to Section 2.03(b) above shall not be deemed a prepayment for the purposes of Section 2.03(b) and any applicable Early Termination Premium unless and until such Reserved Cash is applied to prepay the Term Loans or results in a Revolving Credit Commitment reduction). The Administrative Agent shall provide notice of such application of Reserved Cash (which notice may be same day) in writing to the Borrower, unless the Administrative Agent and determines in its Permitted Discretion that the Lenders based upon provision of such notice would impair the respective aggregate amounts collectability or repayment of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by LawObligations.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, following (x) pursuant to the exercise of remedies under Sections 6.02 and 6.03 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuance continuation of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments and collections received on account in respect of the Obligations shall be applied by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees fees, charges and disbursements and other charges of counsel payable under Section 11.03 to the Administrative Agent) due and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) due and payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and disbursements time charges for attorneys who may be employees of any Lender or L/C Issuer)) and other charges of counsel amounts payable under Section 11.03) arising under the Loan Documents7.04, ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iii) Third payable to them; (iv) fourth; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iv) payable to Fourth held by them; (v) fifth; Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent for the ratable accounts of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, following (x) pursuant to the exercise of remedies under Sections 7.02 and 7.03 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuance continuation of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments and collections received on account in respect of the Obligations shall be applied by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees fees, charges and disbursements and other charges of counsel payable under Section 11.03 to the Administrative Agent) due and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) due and payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and disbursements time charges for attorneys who may be employees of any Lender)) and other charges of counsel amounts payable under Section 11.03) arising under the Loan Documents8.04, ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) Third payable to them; (iv) fourth; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders and their Affiliates in proportion to the respective amounts described in this clause Fourth held by them (iv) payable provided that such payment pursuant to them; (v) fifth, this clause Fourth shall be applied first to the payment Base Rate Loans and second to Eurodollar Loans in full order of all other Obligations, in each case ratably among the Administrative Agent maturity); and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the acceleration of the Obligations after the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.3 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.0310.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid charges and interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and Agent, the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein Prior to an Event of Default, all payments made hereunder shall be applied by the Lenders as directed by the Borrower, but subject to the contraryterms of this Agreement, following including the occurrence application of prepayments according to Section 2.5 and during Section 2.12. During the continuance existence of an Event of Default, all payments and notice thereof collections received by the Lenders shall be applied to the Initial Lender Obligations in accordance with Section 2.12 and the Administrative Agent otherwise in such manner as determined by the Borrower Lenders provided that in the event that the Obligations have been accelerated pursuant to Section 7.2 or the Required Lendersany Lender has exercised any remedy set forth in this Agreement or any other Credit Document, all payments received on account of the Obligations and all net proceeds from the enforcement of the Obligations shall be applied by the Administrative Agent Lenders as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (amounts, including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) attorney fees, payable to the Administrative Agent and the Collateral Agent Lenders in their respective capacities as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Credit Documents, including attorney fees, ratably among them the Lenders in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) Third payable to them; (iv) fourth; Fourth, to payment of that portion of the all other Obligations constituting unpaid principal of the Loans ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iv) Fourth payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent ; and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid Paid in fullFull, to the Borrower or as otherwise required by LawLegal Requirements.

Application of Payments. Notwithstanding anything herein to any contrary provision contained in this Agreement or in any of the contraryother Financing Agreements, following after the occurrence and during the continuance of a Default or an Event of DefaultDefault Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Administrative Agent or any Lender from Borrower or with respect to any of the Collateral, and notice thereof to the Initial Lender Borrower and the Administrative Agent by the Borrower or the Required Lenders, does hereby irrevocably agree that any and all payments or proceeds so received on account of the Obligations shall be applied by in the following manner: First, to the payment of all fees, costs, expenses and indemnities of Administrative Agent (in its capacity as follows: such), including reasonable attorneys’ fees and costs of Administrative Agent, and any other Liabilities owing to Administrative Agent in respect of sums advanced by Administrative Agent to preserve the Collateral or to preserve its security interest in the Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to payment of that portion of the Obligations Liabilities constituting fees, indemnitiescosts, expenses and other amounts (including fees and disbursements and other charges indemnities of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) secondAgent; Third, to payment of that portion of the Obligations Liabilities constituting fees, Prepayment Premium, costs, expenses and indemnities and other amounts (other than principal and interest) payable to of the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentsas provided herein, ratably among them in proportion to the respective amounts described in this clause (ii) Third payable to them; (iii) third; Fourth, to the payment of that portion all of the Obligations constituting Liabilities consisting of accrued and unpaid interest on owing to the LoansLenders, ratably among the Lenders them in proportion to the respective amounts described in this clause (iii) Fourth payable to them; (iv) fourth; Fifth, to the payment of that portion all Liabilities consisting of principal owing to the Obligations constituting unpaid principal of the Loans Lenders, ratably among the Lenders them in proportion to the respective amounts described in this clause (iv) Fifth payable to them; (v) fifth; Sixth, to the payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to the applicable Lenders or their Affiliates, ratably among such Lenders and their Affiliates in full proportion to the respective amounts described in this clause Sixth payable to them; Seventh, to the payment of all other ObligationsLiabilities owing to the Lenders; Eighth, in each case ratably among to the Administrative Agent and the Lenders based upon the respective aggregate amounts payment of all such Obligations owing Affiliated Revolving Loan Liabilities pursuant to them in accordance with Section 12.8 of the respective amounts thereof then due Affiliate Revolving Loan Financing Agreements; and payable; and (vi) finallyLast, the balancepayment of any remaining proceeds, if any, after all Obligations have been indefeasibly paid to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. All amounts owing under this Agreement in fullrespect of Liabilities including fees, to interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in - 82 - DM3\2429630.8 accordance with the Borrower foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or as otherwise required by Lawallowable in any insolvency proceeding.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Revolving Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.20, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as suchsuch pursuant to Section 2.11(c)); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Revolving Borrower pursuant to Section 2.05 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.05 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed in accordance with this clause (iv); (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Revolving Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein Prior to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations made hereunder shall be applied by the Administrative Agent as follows: (i) firstdirected by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.4 and Section 2.11. During the existence of an Event of Default, subject to the applicable DIP Order and the Intercreditor Agreement, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.11 and otherwise in the following order: FIRST, to the payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (amounts, including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) attorney fees, payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; SECOND, to the payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the their respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loanscapacities as such, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) Second payable to them; (iv) fourth; THIRD, to the payment of that portion of the Obligations constituting all accrued and unpaid principal of interest on the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) Third payable to them; (v) fifth; FOURTH, to the payment in full of all other Obligations, in each case any then due and owing principal of the Loans (the amounts so applied to be distributed ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them pro rata in accordance with the respective principal amounts thereof then due of the Secured Obligations owed to them on the date of any such distribution), and payablewhen applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Loans, pro rata to the Lenders; and (vi) finallyand FIFTH, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise required by Lawdirect.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 8.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.038.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid charges and interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to themLoans; (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein Prior to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations made hereunder shall be applied by the Administrative Agent as follows: directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.4 and Section 2.11. During the existence of an Event of Default, subject to the applicable DIP Order and the Intercreditor Agreement, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.11 and otherwise in the following order (i) firstother than funds held in the Cash Collateral Account, which shall be applied in accordance with Section 2.2(h)): FIRST, to the payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (amounts, including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) attorney fees, payable to the Administrative Agent and in its capacity as such, the Collateral Agent Issuing Lenders in their respective capacities as such; (ii) second, ratably among the Administrative Agent and the Issuing Lenders in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the their respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loanscapacities as such, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) Second payable to them; (iv) fourth; THIRD, to the payment of that portion of the Obligations constituting all accrued and unpaid principal of interest on the Loans and any borrowed amounts in respect of Letters of Credit, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) Third payable to them; (v) fifth; FOURTH, to the payment of any then due and owing principal of the Loans and any borrowed amounts in full respect of all other Obligations, in each case Letters of Credit (the amounts so applied to be distributed ratably among the Administrative Agent Lenders (and to the extent applicable to the payment of any Secured Obligations in respect of Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Lenders based upon or their Affiliates that are owed such obligations, with respect to Hedging Arrangements and Banking Services Obligations, to the respective aggregate amounts of all extent that Reserves have been established with respect to such Obligations owing to them amounts) pro rata in accordance with the respective principal amounts thereof of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Loans, pro rata to the Lenders; FIFTH, to the Administrative Agent to deposit into the Cash Collateral Account for the account of the Issuing Lenders, to cash collateralize any Letter of Credit Exposure then due outstanding; SIXTH, to the payment of any amounts owing in respect of Hedging Arrangements, the Swap Counterparties and payableto the extent applicable to Banking Service Obligations, the Lenders or their Affiliates that are owed such obligations, to the extent not paid pursuant to clause Fourth above; and (vi) finallyand SEVENTH, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise required by Lawdirect. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 7.6.

Application of Payments. Notwithstanding anything herein to the contrary, to the extent following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by has declared amounts due and payable pursuant to clause (iii) of the Borrower immediately preceding paragraph or the Required Lenders, an Event of Default pursuant to Section 8.01(e) has occurred: (a) all payments received on account of the Obligations shall shall, subject to ‎Section 2.07, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 ‎Section 10.04 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to ‎Section 4.01(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders Banks and the Issuing Banks (including fees and disbursements and other charges of counsel to the Banks and the Issuing Banks payable under Section 11.03‎‎Section 10.04) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders Banks and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Company pursuant to ‎Section 2.01 or 2.06, ratably among the Lenders Banks and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to ‎Section 2.01 or 2.06, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this ‎Section 8.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Banks and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. (a) Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows:. (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (iA) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses and or other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)14.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iiB) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities indemnities, costs, expenses and other amounts (other than principal and interest) payable to the Lenders (, but including fees and disbursements and other charges of counsel payable under Section 11.0314.03, any Yield Protection Premium and any Exit Fees) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iiB) payable to them; (iiiC) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiiC) payable to them; (ivD) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (ivD) payable to them; (vE) fifth, to the payment in full reduction of all any other ObligationsObligation then due and owing, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (viF) finallysixth, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or such other Person as otherwise required may be lawfully entitled to or directed by Lawthe Borrower to receive the remainder.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Majority Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 4.03, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 12.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 3.05(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0312.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.08(j) or 4.03, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.08(j) or 4.03, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 10.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid Payment in fullFull, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses expenses, Cash Management Obligations and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if anySection 2.13(a)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and Secured Hedging Counterparties (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan DocumentsDocuments (other than as contemplated by clauses (iii) and (iv)), ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the LoansTerm Loans and scheduled, periodic payments under Secured Hedging Agreements (excluding any termination payments or other payments following a termination event), ratably among the Lenders and Secured Hedging Counterparties in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Term Loans ratably among the Lenders in proportion and to the respective payment of Cash Management Obligations and amounts described in this clause (iv) payable owing with respect to themSecured Hedging Agreements; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent and Agent, the Lenders based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) 135 DB3/ 204690278.10 arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. (b) If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein Subject to clause (d) below, all funds transferred and credited to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower DIP Funding Account (or the Required Lenders, all payments received otherwise on account of the Obligations payment of the Obligations) shall be applied by to the Administrative Agent Obligations as follows: (i) firstFirst, to payment of that portion of the pay Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable owing to the Administrative Agent constituting (a) indemnities and expenses then due and payable under this Agreement and the Collateral Agent in their respective capacities as suchother Loan Documents and (b) the fees then due and payable under the Administrative Agent’s Letter Agreement; (ii) secondSecond, to payment of that portion of pay Obligations owing to the Lenders constituting indemnities and expenses then due and payable under this Agreement and the other Loan Documents; (iii) Third, to pay Obligations constituting fees, indemnities interest and other amounts (other than principal fees then due and interest) payable to the Lenders (including fees by the Borrowers under this Agreement and disbursements and the other charges of counsel payable under Section 11.03) arising under the Loan Documents, Documents ratably among them in proportion to the respective amounts described in this clause (ii) Third payable to them; (iiiiv) thirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest repay principal on the Loans, Loans then due and payable and the Exit Fee thereon ratably among the Lenders holders thereof in proportion to the respective amounts described in this clause (iii) Fourth payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them;; and (v) fifthFifth, to be retained in the payment in full DIP Funding Account to be accessed by the Borrower pursuant to a Notice of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them Withdrawal in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, subject to the Borrower or as otherwise required by Lawterms and conditions of this Agreement. All payments applied to the Loans pursuant to this Section 2.07(c) shall be applied to the Loans owing to the Lenders in accordance with their respective Applicable Percentages.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 8.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.038.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.05 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (ivd) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.05 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (d) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 6.02; (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Term Facility Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.18, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as suchsuch pursuant to Section 2.09(a)); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Term Facility Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, following (x) pursuant to the exercise of remedies under Sections Section 6.02 and Section 6.03 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuance continuation of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments and collections received on account in respect of the Obligations shall be applied by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees fees, charges and disbursements and other charges of counsel payable under Section 11.03 to the Administrative Agent) due and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) due and payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and disbursements time charges for attorneys who may be employees of any Lender or L/C Issuer)) and other charges of counsel amounts payable under Section 11.03) arising under the Loan Documents7.04, ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iii) Third payable to them; (iv) fourth; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iv) payable to Fourth held by them; (v) fifth; Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent for the ratable accounts of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to After the contraryexercise of remedies provided for in Section 7.1 (or after the Loans have automatically become immediately due and payable), following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments any amounts received on account of the Obligations shall be applied by the Administrative Agent as followsin the following order: (ia) firstFirst, to the payment of that portion of, or (as the case may be) the reimbursement of the Obligations constituting feesAdministrative Agent for or in respect of all reasonable costs, indemnitiesexpenses, expenses and other amounts (including fees and disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other charges Loan Documents or in respect of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable the Securities Collateral or in support of any provision of adequate indemnity to the Administrative Agent and against any taxes or liens which by law shall have, or may have, priority over the Collateral rights of the Administrative Agent in their respective capacities as suchto such monies; (iib) secondSecond, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit fees) payable to the Administrative Agent and the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Administrative Agent, the Lenders and the Issuing Bank (including fees and disbursements and other time charges for attorneys who may be employees of counsel payable under Section 11.03) arising under the Loan DocumentsAdministrative Agent, any Lender or the Issuing Bank), ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iiic) thirdThird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time, and accrued and unpaid Letter of Credit fees, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) Third payable to them; (ivd) fourthFourth, to (i) the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, (ii) payment of breakage, termination or other amounts owing in respect of any Swap Agreement between the Borrower and any Lender or any Affiliate of any Lender and (iii) the Administrative Agent, for the account of the Issuing Bank, to cash collateralize the aggregate undrawn amount of Letters of Credit in an amount equal to 105% of such undrawn amount, ratably among the Lenders such parties in proportion to the respective amounts described in this clause (iv) Fourth payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vie) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Lawapplicable law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof hereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, Lenders all payments received on account of the Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders and the other holders of the Obligations (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and (B) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and any other applicable holders of the Obligations in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders other holders of the Obligations based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Lead Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent and the Collateral Agent (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and or the Collateral Agent payable under Section 10.03), ratably among them in their proportion to the respective capacities as suchamounts described in this clause (a) payable to them; (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Loan Document Hedge Agreements, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and any breakage, termination or other payments under Treasury Services Agreements or Secured Loan Document Hedge Agreements, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (ivd) payable to them; (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. Notwithstanding the foregoing, no amounts received from any Loan Party shall be applied to any Excluded Hedge Obligations of such Loan Party.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (iib) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iiic) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid charges and interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (ivd) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and (B) to any other amounts owing with respect to Banking Services Obligations, Swap Obligations and Letter of Credit Obligations, in each case, ratably among the Lenders and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; (ve) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, any amount received by Agent from any Loan Party (or from proceeds of any Collateral) following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 9.4, in each case that is continuing, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 14.3 and amounts payable under an Administrative Agency the Fee Letter (if any)Letter) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.0314.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.02(g) and to the Intercreditor Agreement, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 10.03 and amounts payable under an Administrative Agency Fee Letter (if any)Section 2.09) payable to the Administrative Agent and the Collateral each Agent in their its capacity as such pro rata based on such respective capacities as suchamounts then due to such Agent; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.0310.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Revenue Account (as defined in the Term Credit Agreement) or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.21 and 2.22, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency the Agent Fee Letter (if any)Letter) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.05 or 2.22, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Agent for the ratable account of the applicable Issuing Banks to Cash Collateralize such L/C Obligations, (y) subject to Section 2.05(c) or 2.22, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed in accordance with this clause (iv); (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows:follows:‌ (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.23 and 2.24, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such9.03; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.05 or 2.24, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to Cash Collateralize such L/C Obligations, (y) subject to Section 2.05(c) or 2.24, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed in accordance with this clause (iv); (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Applicable Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, following (x) pursuant to the exercise of remedies under Sections 6.02 and 6.03 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuance continuation of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments and collections received on account in respect of the Obligations shall be applied by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees reasonable and documented fees, charges and disbursements and other charges of counsel payable under Section 11.03 to the Administrative Agent) due and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) due and payable to the Lenders (including fees reasonable and documented fees, charges and disbursements and other charges of counsel to the respective Lenders to the extent payable under Section 11.039.12 hereof) arising under the Loan DocumentsDocuments and amounts payable under Section 7.04, ratably among them in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to Fourth held by them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent ; and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein All payments by any Loan Party hereunder shall be applied to the contrarysuch Obligations as such Loan Party shall specify; provided that, following the occurrence and subject to Section 6.15.1(b), during the continuance existence of an any Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received by or on account behalf of the Obligations any Loan Party hereunder shall be applied by the Administrative Agent as follows, in each case to the extent that the applicable payor has liability therefor: (ia) firstFirst, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and or interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentsany Agent Indemnitee in its capacity as such, ratably among them in proportion to the respective amounts described in payable pursuant to this clause (iia); (b) Second, to the payment of all amounts paid by Funding Agents to any Agent Indemnitee pursuant to Section 14.4.4 (to the extent Funding Agents have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (b); (c) Third, to the payment of all amounts paid by Lenders to any Agent Indemnitee pursuant to Section 14.4.3 (to the extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (c); (d) Fourth, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal or interest) payable to themany Person pursuant to Section 14.4.1, ratably among them in proportion to the respective amounts payable pursuant to this clause (d); (iiie) thirdFifth, to the payment of all amounts paid by Lenders to any Person pursuant to Section 14.4.3 (to the extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (e); (f) Sixth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, facility fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders in proportion to the respective amounts described in payable to them pursuant to this clause (iii) payable to themf); (ivg) fourthSeventh, to (i) the payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and (ii) the applicable Funding Agents to Cash Collateralize undrawn Letters of Credit, ratably among them in proportion to the respective amounts of such principal and undrawn Letters of Credit; (h) Eighth, to the payment of all remaining unpaid Obligations, ratably among the Lenders in proportion to the respective amounts described in payable pursuant to this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payableh); and (vii) finallyLast, the balance, if any, after payment in full of all Obligations have been indefeasibly paid in fullof the applicable payor, to the Borrower such payor or as otherwise required by Law. Any amount used to Cash Collateralize undrawn Letters of Credit pursuant to clause (g) above shall be applied by the applicable Funding Agent to satisfy drawings under the applicable Letters of Credit as such drawings occur. If any amount remains on deposit with any Funding Agent as Cash Collateral after all applicable Letters of Credit have either been fully drawn, terminated or expired, the remaining amount shall be applied to the other Obligations of the applicable payor, if any, in the order set forth above. Notwithstanding the above, if Prologis makes any payments, or there are recoveries from Prologis, during the existence of any Event of Default, then, if so elected by the Required Lenders, such payments or recoveries shall be applied to the Obligations under the Tranches as directed by the Required Lenders; provided that such application shall not affect the agreements set forth in Section 6.9.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 ‎11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03‎11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of ​ ​ ​ all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit Fees) payable to the Lenders Lenders, the L/C Issuers and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the L/C Issuers payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.22; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the L/C Issuers to Cash Collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.22, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Secured Obligations, if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and the L/C Issuers and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders, the L/C Issuers and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, other than with respect to any such Swap Obligations and Banking Services Obligations held by the Lender acting as Administrative Agent (or any Affiliate thereof), Secured Obligations arising under Swap Obligations and Banking Services Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the holder of the Swap Obligations or Banking Services Obligations, as the case may be. Each holder of Swap Obligations or Banking Services Obligations not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (iA) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses and or other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)14.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iiB) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities indemnities, costs, expenses and other amounts (other than principal and interest) payable to the Lenders (, but including fees and disbursements and other charges of counsel payable under Section 11.0314.03, any Ticking Fees and Prepayment Fees) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iiB) payable to them; (iiiC) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiiC) payable to them; (ivD) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (ivD) payable to them; (vE) fifth, to the payment in full reduction of all any other ObligationsObligation then due and owing, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (viF) finallysixth, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or such other Person as otherwise required may be lawfully entitled to or directed by Lawthe Borrower to receive the remainder.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses expenses, Cash Management Obligations and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if anySection 2.13(a)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal reimbursement obligations in respect of L/C Borrowings, interests and interestLetter of Credit fees) payable to the Lenders Lenders, the L/C Issuers and Secured Hedging Counterparties (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan DocumentsDocuments (other than as contemplated by clauses (iii) and (iv)), ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the LoansLoans and unreimbursed L/C Borrowings, and scheduled, periodic payments under Secured Hedging Agreements (excluding any termination payments or other payments following a termination event), ratably among the Lenders Lenders, the L/C Issuers and Secured Hedging Counterparties in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed L/C Borrowings, (B) to payment of Cash Management Obligations and amounts owing with respect to Secured Hedging Agreements and (C) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.05 or 2.23, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize such L/C Obligations, (y) subject to Section 2.05(c) or 2.23, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral shall be distributed in accordance with this clause (iv); (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.19, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such;); ​ (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.05 or 2.19, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them;; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.05 or 2.19, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; ​ (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; andand ​ (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.law; and ​ (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. ​

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if anySection 2.13(a)) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan DocumentsDocuments (other than as contemplated by clauses (iii) and (iv)), ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent and Agent, the Lenders based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to Section 2.12 payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans Loans, unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the applicable Borrower pursuant to Section 2.06, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Secured Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agent (including fees and disbursements and other charges of counsel to the Agent payable under Section 11.03 Sections 8.1 and 8.2 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Lenders payable under Section 11.03Sections 8.1 and 8.2) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (B) to payment of that portion of the Obligations constituting obligations owing to the Secured Parties pursuant to Secured Hedge Agreements or Secured Cash Management Agreements and (C) to cash collateralize that portion of Letter of Credit Usage comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.3, Section 2.8, Section 2.10 or Section 7.2, ratably among 108 the Lenders Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (C) above shall be paid to the Agent for the ratable account of the applicable Issuing Lender to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.3, Section 2.8, Section 2.10 and Section 7.2, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.3; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contraryUnless otherwise specified in Section 2.07 hereof, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and whenever any payment received by the Administrative Agent by under this Agreement is insufficient to pay in full all amounts then due and payable under this Agreement and the Borrower or the Required LendersNotes, all payments received on account of the Obligations such payment shall be distributed and applied by the Administrative Agent as follows: (i) and the Lenders in the following order: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements expenses due and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent Agent, in their respective capacities its capacity as such; (ii) , under and in connection with this Agreement or any other Credit Document; second, to the payment of that portion all expenses due and payable under Section 2.11(c), to all fees due and payable to the Issuing Bank pursuant to Section 2.03(b), and to all other fees due and payable under Section 2.03, ratably among the Lenders and the Issuing Bank in accordance with the aggregate amount of such payments owed to each such Lender and the Issuing Bank; third, to the payment of the Obligations constituting fees, indemnities and other amounts Current Pay Interest accrued on all Advances (other than principal the PIK Obligations) and interest) payable to the Lenders (including fees all Letter of Credit Obligations, regardless of whether any such amount is then due and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loanspayable, ratably among the Lenders in proportion accordance with the aggregate accrued interest owed to the respective amounts described in this clause (iii) payable to them; (iv) such Lenders; fourth, to the payment of that portion the principal amount of all Advances, all PIK Interest, all Current Pay Interest with respect to the PIK Obligations constituting unpaid principal and all Letter of the Loans Credit Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in proportion accordance with the aggregate principal amount owed to the respective amounts described in this clause (iv) payable to them; (v) such Lenders; and fifth, if applicable, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower payable under Interest Rate Agreements or as otherwise required Treasury Management Agreements provided by Lawany Lender or any Affiliate of a Lender.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower Borrowers or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.22 and 2.23, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 9.03 and amounts payable under an Administrative Agency the Fee Letter (if any)Letter) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (B) to obligations of any Borrower under Specified Swap Contracts and (C) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 2.05 or 2.22, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (C) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to Cash Collateralize such L/C Obligations, (y) subject to Section 2.05(c) or 2.22, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed in accordance with this clause (iv); (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, any amounts received from any Borrower or Corporate Guarantor that is not a Qualified ECP Guarantor shall not be applied to Excluded Swap Obligations.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of a Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Requisite Lenders, all payments received on account of the Obligations obligations under the Loan Documents and Other Related Documents shall be applied by the Administrative Agent as follows: (i) first, to payment pay all costs and expenses incurred in connection with such sale of that portion of collateral or enforcement action (or other realization), including reasonable attorneys’ fees and expenses (including the Obligations constituting fees, indemnities, expenses and other amounts allocated costs of internal counsel and expenses and costs associated with any collateral disposition or enforcement actions (including fees and disbursements and or other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if anyrealization)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such); (ii) second, to payment of that portion of such obligations constituting fees, indemnities, expenses and other amounts payable to the Obligations Administrative Agent in its capacity as such; (iii) third, to payment of that portion of such obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documents and Other Related Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of such obligations constituting accrued and unpaid interest on the Obligations constituting unpaid principal of Loan (proportionately to the Loans Term Loan and Revolving Loan), ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to payment of that portion of such obligations constituting unpaid principal of the Loans (proportionately to the Term Loan and Revolving Loan) any amounts then due under any Swap Contract; to be applied pro rata among the Lenders and the applicable Swap Contract counterparties, based upon the aggregate amounts payable under this clause (v) payable to them; (vi) sixth, to the payment in full of all other Obligationssuch obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vivii) finally, the balance, if any, after all Obligations such obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. The order of priority set forth above may be changed by the Administrative Agent and the Lenders as required hereunder without necessity of notice to or consent of or approval by the Borrower, or any other Person.

Application of Payments. Notwithstanding anything herein to the contrary, following after the occurrence exercise of remedies provided for in Section 11.02(a) (or after the Term Loans then outstanding, together with accrued interest thereon and during the continuance of an Event of Defaultall fees and other Obligations, have automatically become immediately due and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenderspayable as set forth in Section 11.02(b)), all payments received on account of the Obligations shall shall, subject to the provisions of Sections 2.05, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)13.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.0313.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.”

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) : first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) payable under Section 9.03); second, to payment of that portion of the Obligations constituting feesexpenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) ; third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) ; fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) ; fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and Agent, the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) and finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to at the Initial Lender and option of the Administrative Agent by the Borrower or the Required LendersAgent, all payments received on account of the Obligations shall shall, subject to Section 2.19, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders other Credit Parties (including fees and disbursements and other charges of counsel to the Credit Parties payable under Section 11.039.03) arising under the Loan Related Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansBonds, ratably among the Lenders Bondholders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Bonds, ratably among the Lenders Bondholders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders Credit Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Authority or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, following all payments (other than payments readvanced through Refunding Borrowings) and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Banks after the occurrence and during the continuance continuation of an Event of Default, and notice thereof Default shall be remitted to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent and distributed as follows: (ia) first, to the payment of that portion of the Obligations constituting fees, indemnities, any outstanding costs and expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Collateral Agent Liens on the Collateral, in their respective capacities as such; (ii) secondprotecting, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising preserving or enforcing rights under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause extent such costs and expenses are of a character which the Company and the other Borrowers have agreed to pay the Administrative Agent under (i) Section 17.15 hereof or (ii) payable the other Loan Documents (such funds to thembe retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments theretofore made to the Administrative Agent); (iiib) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifthsecond, to the payment in full of all any outstanding interest and fees due under the Notes and the other ObligationsLoan Documents, in each case ratably pro rata as among the Administrative Agent and the Lenders based upon Banks in accord with the respective aggregate amount of such interest and fees owing to each; (c) third, to the payment of principal on the Notes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such Obligations owing L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Banks and, in the case of Hedging Liability, their Affiliates, to them be allocated pro rata in accordance with the respective aggregate unpaid amounts thereof then owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations due under the Loan Documents and payableall other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Collateral Documents, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vie) finally, the balance, if any, after all Obligations have been indefeasibly paid in fullfifth, to the Borrower Company or as otherwise required by Lawwhomever else may be lawfully entitled thereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to Section 2.11 payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Credit Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid charges and interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (ivd) payable to them; (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Administrative Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.23, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.3 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to Section 2.11 payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.0310.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.5 or 2.23, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.5 or 2.23, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.3; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower Parent or the Required Lenders, all payments received on account of the Obligations shall, subject to SECTION 3.07 and SECTION 2.23, shall be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented fees and disbursements and other charges of counsel payable under Section SECTION 11.03 and amounts payable under an Administrative Agency the NAB Fee Letter (if any)Letter) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iib) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, reimbursement obligations in respect of LC Disbursements and interestLetter of Credit fees) payable to the Lenders and the Fronting Bank (including reasonable and documented fees and disbursements and other charges of counsel payable under Section SECTION 11.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Fronting Bank in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and LC Disbursements, ratably among the Lenders and the Fronting Bank in proportion to the respective amounts described in this clause (ivd) payable to them; (ve) fifth, to the Administrative Agent for the account of the Fronting Bank and the Lenders, to Cash Collateralize that portion of the LC Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to SECTION 3.07; (f) sixth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders Finance Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vig) finally, the balance, if any, after all Obligations have been indefeasibly paid Paid in fullFull, to the Borrower Borrowers or as otherwise required by Law. Subject to SECTION 3.03 and SECTION 3.07, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (e) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and the balance paid to the Borrowers.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (iA) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses and or other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)14.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iiB) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities indemnities, costs, expenses and other amounts (other than principal and interest) payable to the Lenders (, but including fees and disbursements and other charges of counsel payable under Section 11.0314.03, any Ticking Fees and Prepayment Fees) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iiB) payable to them; (iiiC) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiiC) payable to them; (ivD) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (ivD) payable to them; (vE) fifth, to the payment in full reduction of all any other ObligationsObligation then due and owing, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; andand 268911794 v5 ​ ​ (viF) finallysixth, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or such other Person as otherwise required may be lawfully entitled to or directed by Lawthe Borrower to receive the remainder.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.11(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.04 or Section 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to sub-clause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.04 or Section 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements and any fees, premiums and scheduled periodic payments due under Specified Cash Management Agreements or Specified Swap Agreements, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, unreimbursed LC Disbursements, and any breakage, termination or other payments under any Specified Cash Management Agreements or Specified Swap Agreements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations (other than contingent obligations for which no claim has been asserted) have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth in clause (a) above.

Application of Payments. Notwithstanding anything herein Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the contraryterms of this Agreement, following including the occurrence application of prepayments according to Section 2.5 and during Section 2.12. During the continuance existence of an Event of Default, all payments and notice thereof to the Initial Lender and collections received by the Administrative Agent shall be applied to the Obligations in accordance with Section 2.12 and otherwise in such manner as determined by the Borrower Administrative Agent or as directed by the Majority Lenders provided that in the event that the Obligations have been accelerated pursuant to Section 7.2 or Section 7.3 or the Required LendersAdministrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Credit Document, all payments received on account of the Obligations and all net proceeds from the enforcement of the Obligations shall be applied by the Administrative Agent as follows: (i) first: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (amounts, including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) attorney fees, payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting feesfees (including without limitation, the Make-Whole Payment, if applicable), indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Credit Documents, including attorney fees, ratably among them the Lenders in proportion to the respective amounts described in this clause (ii) Second payable to them; (iii) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) Third payable to them; (iv) fourth; Fourth, to payment of that portion of the all other Obligations constituting unpaid principal of the Loans ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause (iv) Fourth payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent ; and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finallyLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by LawLegal Requirements.

Application of Payments. Notwithstanding anything herein All payments shall be remitted to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by and all such payments not relating to the Borrower principal or the Required Lendersinterest of specific Loans, or not constituting payment of specific fees or other specified Obligations, and all payments proceeds of Collateral received on account of the Obligations shall be applied by the Administrative Agent shall be applied as follows: (i) firstset forth below, or if Section 8.03 shall be applicable, shall be applied in accordance with Section 8.03. First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees fees, charges and disbursements and other charges of counsel payable under Section 11.03 to the Administrative Agent and amounts payable under an Administrative Agency Fee Letter (if any)Article III) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) second; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) then payable to the Lenders and the L/C Issuer (including fees fees, charges and disbursements and other charges of counsel to the respective Lenders and the L/C Issuer and amounts payable under Section 11.03) arising under the Loan DocumentsArticle III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations then due constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause (ii) Third payable to them; (iii) third; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment or prepayment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause (iv) payable to Fourth held by them; (v) fifth; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to payment in full of all other Obligationsunpaid Obligations then due under Lender Swap Contracts, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing Lender Swap Providers in proportion to them in accordance with the respective amounts thereof then due described in this clause Sixth owed to them; and payable; and (vi) finallySeventh, the balance, if any, after all to any other Obligations have been indefeasibly paid in fullthen due to the Administrative Agent or any Lender, and Lastly, to the Borrower or as otherwise required by Lawapplicable Laws. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower Borrowers or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and any amounts owing with respect to Banking Services Obligations and Swap Agreement Obligations and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in fullfull in cash, to the Borrower Borrowers or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. (a) Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows:. (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent pursuant to Section 2.08, in their respective capacities each case in its capacity as such;); ​ (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause paragraph (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause paragraph (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them;Loans. (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Application of Payments. Notwithstanding anything herein to any contrary provision contained in this Agreement or in any of the contraryother Financing Agreements, following after the occurrence and during the continuance of a Default or an Event of DefaultDefault Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Administrative Agent or any Lender from Borrower or with respect to any of the Collateral, and notice thereof to the Initial Lender Borrower and the Administrative Agent by the Borrower or the Required Lenders, does hereby irrevocably agree that any and all payments or proceeds so received on account of the Obligations shall be applied by in the following manner: DM3\7000734.9 First, to the payment of all fees, costs, expenses and indemnities of Administrative Agent (in its capacity as follows: such), including reasonable attorneys’ fees and costs of Administrative Agent, and any other Liabilities owing to Administrative Agent in respect of sums advanced by Administrative Agent to preserve the Collateral or to preserve its security interest in the Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to payment of that portion of the Obligations Liabilities constituting fees, indemnitiescosts, expenses and other amounts (including fees and disbursements and other charges indemnities of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable to the Administrative Agent and the Collateral Agent in their respective capacities as such; (ii) secondAgent; Third, to payment of that portion of the Obligations Liabilities constituting fees, Prepayment Premium, costs, expenses and indemnities and other amounts (other than principal and interest) payable to of the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentsas provided herein, ratably among them in proportion to the respective amounts described in this clause (ii) Third payable to them; (iii) third; Fourth, to the payment of that portion all of the Obligations constituting Liabilities consisting of accrued and unpaid interest on owing to the LoansLenders, ratably among the Lenders them in proportion to the respective amounts described in this clause (iii) Fourth payable to them; (iv) fourth; Fifth, to the payment of that portion all Liabilities consisting of principal owing to the Obligations constituting unpaid principal of the Loans Lenders, ratably among the Lenders them in proportion to the respective amounts described in this clause (iv) Fifth payable to them; (v) fifth; Sixth, to the payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to the applicable Lenders or their Affiliates, ratably among such Lenders and their Affiliates in full proportion to the respective amounts described in this clause Sixth payable to them; Seventh, to the payment of all other ObligationsLiabilities owing to the Lenders; Eighth, in each case ratably among to the Administrative Agent and the Lenders based upon the respective aggregate amounts payment of all Affiliate Revolving Loan Liabilities pursuant to Sections 12.8 and 12.29(a)(6) of the Affiliate Revolving Loan Financing Agreements; and Last, the payment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such Obligations amounts, including, if applicable, Borrower. All amounts owing to them under this Agreement in respect of Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the respective foregoing waterfall provisions irrespective of whether a claim in respect of such amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid is allowed or allowable in full, to the Borrower or as otherwise required by Lawany insolvency proceeding.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and 86 disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(d) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements any other Obligations owing to the Lender or any of their Affiliates under any Swap Agreement and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.22, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders, the Issuing Bank and the Lenders their respective Affiliates based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, :all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows: (i) . first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (ii) ); second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) ; third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) ; fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; ; provided that (vx) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) and finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.law; and

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Parent Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.23, be applied by the Administrative Agent as follows: (i) (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 10.5 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.082.8(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, Reimbursement Obligations, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing BanksLenders payable under Section 11.0310.5) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and Reimbursement Obligations, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and obligations arising under Specified Cash Management Agreements and Specified Swap Agreements and (B) to cash collateralize that portion of L/C Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.23 or 3.1, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.23 or 3.1, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.2; (v) (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Issuing Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding Subject to the terms of the Intercreditor Agreement and notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to ‎Section 2.17, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnitiesTaxes, expenses costs, expenses, indemnities and other amounts payable to and incurred by each of the Agents (including fees and disbursements and other charges of counsel to the Agents payable under Section 11.03 ‎Section 10.03 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to ‎Section 2.09 payable to the Administrative Agent and the Collateral Agent in their respective capacities as suchAgents); (ii) second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03‎Section 10.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii‎(ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii‎(iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to themLoans; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agents and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall shall, subject to Section 2.22, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(b) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such;); 143 (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit Fees) payable to the Lenders Lenders, the L/C Issuers and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the L/C Issuers payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and charges and interest on the LoansLoans and unreimbursed L/C Disbursements, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.22; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the L/C Issuers to Cash Collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.22, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Secured Obligations, if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and the L/C Issuers and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders, the L/C Issuers and the Lenders other Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.law; and

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender Administrative Agent and the Administrative Collateral Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.17Section 2.17, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents (including fees and disbursements and other charges of counsel to the Agents payable under Section 11.03 10.03Section 10.03 and amounts payable under an Administrative Agency Fee Letter (if any)) pursuant to Section 2.09(b)Section 2.09 payable to the Administrative Agent and the Collateral each Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.0310.03Section 10.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iiii)(ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Collateral Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, : (a) all payments received on account of the Obligations shall shall, subject to Section 2.21, be applied by the Administrative Agent as follows:. (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent Agent, the Lenders, Affiliates of Lenders and the Lenders Issuing Bank based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required LendersBorrower, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (ia) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses and or other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)14.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iib) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities indemnities, costs, expenses and other amounts (other than principal and interest) payable to the Lenders (, but including fees and disbursements and other charges of counsel payable under Section 11.0314.03, any Yield Protection Premium) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (ivd) payable to them; (ve) fifth, to the payment in full reduction of all any other ObligationsObligation then due and owing, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finallysixth, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or such other Person as otherwise required may be lawfully entitled to or directed by Lawthe Borrower to receive the remainder.

Application of Payments. Notwithstanding anything the foregoing oranything herein to the contrarycontraryherein, following so long as the OpCo Senior Credit Agreement or any OpCo Senior Replacement Credit Agreement shall be in effect, no Event of Defaultfollowing the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall have occurred or be continuing hereunder (other than underSection7.01(b)(ii)orSection7.01(f))unless an OpCo Senior Event of Default shall have occurred and be xxxxxxxxxx.xx applied by the Administrative Agent as follows:: 92 Bakersfield Refinery - HoldCo Credit Agreement (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented out-of-pocket external counsel fees and disbursements and other charges of expenses counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)10.03) payable to the Administrative Agent and the Collateral Agent in each of their respective capacities as such; (iib) second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, interest and other amounts (other than principal and interest) payable to the Lenders (including reasonable and documented out-of-pocket external counsel fees and disbursements and other charges of expenses counsel payable under Section 11.0310.03) arising under the Loan Financing Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vie) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Application of Payments. Notwithstanding anything herein Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the contrary, following the occurrence and during the continuance of an Event of Defaultcollateral, and notice thereof to net operating income from the Initial Lender and the collateral during any period it is owned by Administrative Agent by the Borrower or the Required on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, and all payments received on account proceeds of the Obligations Collateral received by Administrative Agent, shall be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting pay any fees, indemnities, costs, expenses and other amounts (including fees those in Section 8.7) and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)) payable reimbursements then due to the Administrative Agent and from Borrowers (including any of the Collateral foregoing constituting Administrative Agent in their respective capacities as such; (ii) Advances, together with interest thereon); second, to payment of that portion pay any fees, costs, expenses and reimbursements then due to Lenders from Borrowers (including any of the Obligations foregoing constituting feesAdministrative Agent Advances, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03) arising under the Loan Documentstogether with interest xxxxxxx, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) reimbursed by Xxxxxxx); third, to payment of that portion pay (on a pari passu basis) pro rata interest and late charges due in respect of the Obligations constituting accrued Indebtedness and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) regularly occurring payments under any Swap Contract; fourth, to payment of that portion of the Obligations constituting unpaid pay (on a pari passu basis) or prepay pro rata principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause (iv) Indebtedness and “Settlement Amounts” or “Close-Out Amounts”, and similar payments, as applicable, payable to them; (v) fifthby any Borrower under Swap Transactions; and last, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balanceBorrowers, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments. Notwithstanding anything to the contrary in this Agreement, obligations arising under Swap Contracts shall be excluded from the application described above in this Section 8.11 if Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as Administrative Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of this Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows: (iA) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses and or other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 and amounts payable under an Administrative Agency Fee Letter (if any)14.03) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such; (iiB) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities and indemnities, expenses or other amounts (other than principal principal, interest, Exit Fee and interest) payable to the Lenders (Tranche B Return Shortfall, but including fees and disbursements and other charges of counsel payable under Section 11.0314.03) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiiB) payable to them; (ivC) fourththird, to the payment of that portion of the Obligations constituting (i) unpaid principal of the Tranche A Term Loans (excluding any PIK Interest) and (ii) the Tranche B Term Loans and the Tranche B Return Shortfall, on a ratable pari passu basis among the Lenders in proportion to the respective amounts described in this clause (C); (D) fourth, to the payment of that portion of the Obligations constituting PIK Interest and any other accrued and unpaid interest on the Tranche A Term Loans ratably among the Lenders in proportion to the respective amounts described in this clause (ivD) payable to them; (vE) fifth, to the payment of that portion of the Obligations constituting the Exit Fee, ratably among the Lenders holding Tranche A Term Loans in full proportion to the respective amounts described in this clause (E) payable to them; (F) sixth, to the payment of all any other ObligationsObligations then due and owing, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and; (viG) finallyseventh, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or such other Person as otherwise required may be lawfully entitled to or directed by Lawthe Borrower to receive the remainder.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Obligations constituting accrued charges and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower Borrowers or the Required Lenders, : (a) all payments received on account of the Secured Obligations shall shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 9.03 and amounts payable under an Administrative Agency Fee Letter (if any)pursuant to Section 2.12(c) payable to the Administrative Agent and the Collateral Agent in their respective capacities its capacity as such); (ii) second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of LC Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 11.039.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the LoansLoans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03; (v) fifth, to the payment in full of all other Secured Obligations, in each case ratably among the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments. Notwithstanding anything herein Borrower irrevocably waives the right to direct the application of any and all payments received at any time by any Credit Facility Lender from or on behalf of Borrower and specifically waives any provisions of the law of the State of New York or any other Applicable Law giving Borrower the right to designate application of payments. All amounts received by Administrative Agent for application to the contraryObligations shall be applied by Administrative Agent in the following order of priority: (i) to the payment of any fees then due and payable, following (ii) to the payments of all other amounts not otherwise referred to in these clauses (i) through (iv) of this Section 2.13 then due and payable hereunder or under the other Loan Documents (including any costs and expenses incurred by Administrative Agent as a result of a Default or an Event of Default), (iii) to the payment of interest then due and payable on the Loans, and (iv) to the payment of principal then due and payable on the Loans. Notwithstanding the foregoing, during the occurrence and during the continuance of an Event of DefaultDefault or following any exercise of remedies provided hereunder, and notice thereof to the Initial Lender and the Administrative Agent by the Borrower or the Required Lenders, all payments any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.3.11 and Section 11, be applied by the Administrative Agent as follows:in the following order (on a pro rata basis within each level of priority): (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 11.03 Sections 12.2, 13.6, 14.7 and amounts payable under an Administrative Agency Fee Letter (if any)15) payable to the Administrative Agent and the Collateral Security Agent in their respective capacities capacity as such; (iib) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Credit Facility Lenders (including fees and disbursements and other charges of counsel payable under Section 11.03Sections 12.2) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and unreimbursed Letter of Credit Obligations, ratably among the Credit Facility Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to themCredit Facility Lenders; (ve) fifth, to the Security Agent for the account of the applicable Issuing Lender, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit issued by such Issuing Lender to the extent not otherwise Cash Collateralized by Borrower pursuant to Section 2.3.11; (f) sixth, to the payment in full of all other Obligations (for clarity, including the Secured Hedging Obligations), in each case ratably among the Administrative Agent, Security Agent and the Credit Facility Lenders (and the Swap Lenders on account of the Secured Hedging Obligations) based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vig) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Hedging Obligations will be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may reasonably request, from the applicable Swap Lender. Each Swap Lender that has given the notice contemplated by the preceding sentence will, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article 13 for itself and its Affiliates as if a “Lender” party hereto. In connection with any such distribution of payments and collections, Administrative Agent will be entitled to assume no amounts are due to any Swap Lender unless such Swap Lender has notified Administrative Agent in writing of the amount of any such liability owed to it prior to such distribution.