Common use of Allocation of Payments After Event of Default Clause in Contracts

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Loan Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Secured Parties under this Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of Lenders to the Lenders in connection with enforcing its rights under extent owing to such Lender pursuant to the Credit Documents and the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to Obligations (including the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to all other Obligations and other obligations which shall that have become due and payable under the Credit Loan Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) expenses of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; provided that attorneys' fees shall be limited to the reasonable fees and expenses of one counsel for the Supplemental Credit DocumentsLenders and any necessary local counsel (limited to one local counsel in each relevant jurisdiction); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder including, without limitation, accrued fees and (ii) the Supplemental Credit Lenders interest arising under the Supplemental Credit Agreementany Bank Product with a Bank Product Provider); FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansCredit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Bank Product with a Bank Product Provider, any breakage, termination or other payments due under Hedging Agreements, pro rata, as set forth belowsuch Bank Product with a Bank Product Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders and/or Bank Product Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under Hedging Agreementsall Bank Products with a Bank Product Provider) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above. Amounts distributed with respect to any Bank Product Debt shall be the last Bank Product Amount reported to the Administrative Agent; provided that any such Bank Product Provider may provide an updated Bank Product Amount to the Administrative Agent prior to payments made pursuant to this Section. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the Administrative Agent.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuer or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Administrative Agent, the L/C Issuer and the Lenders under the Credit Documents and against the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Borrower, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause “FIRST” payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to an Agent the Administrative Agent, the L/C Issuer or any Lender by the Borrower, ratably among them in its capacity as Agentproportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders and the L/C Issuer hereunder and (ii) by the Supplemental Credit Lenders under Borrower, ratably among them in proportion to the Supplemental Credit Agreementamounts described in this clause “THIRD” payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Revolving Loans and Term LoansL/C Obligations of the Borrower, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreementsdescribed in this clause “FOURTH” payable to them; FIFTH, pro ratato the Administrative Agent, as set forth belowfor the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations of the Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of the Borrower which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received 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 Borrower Obligations of the Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' and consultants' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(d), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementaccrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations and Term Loansthe payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(d), any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging the Hedge Agreements (if any) permitted by Section 6.1(d) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging Agreementsthe Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(d)) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," and "FIFTH," above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" aboveabove in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral Obligations (or other amounts owing under the Credit Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation limitation, reasonable attorneys' feesfees and expenses and the allocated cost of internal counsel) of the Agent collateral agent incurred in connection with enforcing the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the New Credit Agreement Lenders under the Credit Documents collateral and the Supplemental Credit Lenders under the Supplemental Credit Documents and any all protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthereto; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, reasonable attorneys' feesfees and expenses and the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Lenders under the Credit Documents and any protective advances made with respect thereto; THIRD, to payment of any fees owed to the Administrative Agent; FOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and the allocated cost of internal counsel) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Loans and Term Loans, Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and to the payment of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowAgreements permitted hereunder; SIXTHSEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHSIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of except as otherwise provided, the Lenders shall receive an amount equal to its amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Obligations held by such Lender Lenders bears to the aggregate amount of Obligations then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreementsoutstanding) of amounts available to be applied pursuant to clauses "THIRDFOURTH", "FOURTH,FIFTH" and "SEVENTH" above; (iii) except as otherwise provided, to the extent that any amounts available for distribution pursuant to clause "SIXTH" above are attributable to obligations under Hedging Agreements permitted hereunder held by Lenders or their Affiliates, the Lenders and their Affiliates shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that then outstanding Obligations and obligations under Hedging Agreements permitted hereunder held by such Lenders or their Affiliates bear to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clause "SIXTH" above; and (iv) to the extent that any amounts available for distribution pursuant to clause "SIXTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH," and "SIXTH" aboveabove in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansCredit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Agreement Lenders hereunder Party and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementany Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations and Term Loanspayment of the outstanding principal amount arising under any Hedging Agreement between any Credit Party and any Lender, and or any Affiliate of a Lender, to any principal amounts outstanding under the extent such Hedging Agreements, pro rata, as set forth belowAgreement is permitted by Section 7.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender in connection with the exercise of remedies by it hereunder on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the exercise of remedies by it hereunder with respect to the Collateral shall may, at Agent’s discretion, but subject to the Intercreditor Agreement, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances Agent Advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement until paid in full; SECOND, to the ratable payment of the Obligations in respect of any fees owed fees, expense reimbursements, indemnities and other amounts then due to an Agent (in its capacity as Agentsuch) until paid in full; THIRD, to the ratable payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the ratable payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the ratable payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowuntil paid in full; SIXTH, to the ratable payment of all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" above” above until paid in full; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplussurplus (including pursuant to any applicable Intercreditor Agreement). In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) Pro Rata Share of amounts available to be applied pursuant to clauses "“THIRD"” through and including “SIXTH” above. For the purposes of this Section 10.5 other than clause SEVENTH, "FOURTH," "FIFTH," “paid in full” means payment in cash of all amounts owing under this Agreement and "SIXTH" abovethe Other Documents (other than contingent indemnification obligations for which no claim has yet been made) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause “SEVENTH”, “paid in full” means payment in cash (other than contingent indemnification obligations for which no claim has yet been made) of all amounts owing under this Agreement and the Other Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultApplication Event, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents Obligations, or in respect of the Collateral may, at Agent's discretion, or shall at Required Lenders' direction, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable and documented attorneys' fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Documents Other Documents, and any protective advances made Intentional Overadvances and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agentand to the payment of Currency Losses of Issuer; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable and documented attorneys' fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including the payment or cash collateralization of Cash Management Liabilities (but only to the extent a reserve has been established against the Gross Amount or the Formula Amount for such Cash Management Liabilities), Hedge Liabilities (but only to the extent a reserve has been established against the Gross Amount or the Formula Amount for such Hedge Liabilities) and outstanding Letters of Credit). EIGHTH, to all other obligations Obligations arising under this Agreement which shall have become due and payable (hereunder, under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise) and not repaid pursuant to clauses "FIRST" through "FIFTHSEVENTH" aboveabove and Cash Management Liabilities and Hedge Liabilities with respect to which a reserve has not been established against the Gross Amount or the Formula Amount (whether or not due and payable); NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses "FIRST" through "EIGHTH"; and SEVENTHTENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) and obligations under Hedging Agreements Hedge Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) and obligations under Hedging AgreementsHedge Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount)) of amounts available to be applied pursuant to clauses "THIRDSIXTH", "FOURTH," SEVENTH"FIFTH,, "EIGHTH" and "SIXTHNINTH" above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to -146- payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit or Cash Management Liabilities or Hedge Liabilities not then due and payable, such amounts shall be held by Agent as cash collateral for such Obligations, until due and payable.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, subject to clause (c) of this Section 3.18, all amounts collected or received by an the Administrative Agent or any Lender Party on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders Lender Parties under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders Lender Parties in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to each such Lender Party; THIRD, to payment of any fees owed solely to the Administrative Agent for its own account; FOURTH, to the extent such collected amount is Included Asset Pool Proceeds or proceeds derived from the assignment of any Hedge Agreement entered into in connection with any Revolving Loan then to the payment of all (1) the outstanding accrued fees and interest payable to due in connection with the Swingline Loans, (i2) the New Credit Agreement Lenders hereunder outstanding principal due in connection with the Swingline Loans, (3) the outstanding accrued fees and interest due in connection with the Revolving Loans and LOC Obligations until such amounts are paid in full, (4) the outstanding principal due in connection with the Revolving Loans and LOC Obligations (in inverse order of maturity) until such amounts are paid in full (including the payment or cash collateralization of the outstanding LOC Obligations), (5) the outstanding accrued interest due in connection with the Bridge Loans until such amount is paid in full and (ii6) the Supplemental Credit Lenders under outstanding principal due in connection with the Supplemental Credit AgreementBridge Loans (in inverse order of maturity) until such amounts are paid in full; FIFTH, to the extent such collected amount is not disbursed pursuant to the above, to the payment of (1) the outstanding accrued fees and interest due in connection with all Credit Party Obligations until such amounts are paid in full and (2) the outstanding principal due in connection with all Credit Party Obligations until such amounts are paid in full (including the payment or cash collateralization of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders Lender Parties, as applicable, shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans, outstanding Term Swingline Loans, Bridge Loans and obligations under Hedging Agreements and/or LOC Obligations, as applicable, held by such Lender Party bears to the aggregate then outstanding Revolving Loans, outstanding Term Swingline Loans, Bridge Loans and obligations under Hedging Agreementsand/or LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" aboveabove (such pro rata share to be determined individually for each clause (1) through (6) of clause "FOURTH"); and (iii) to the extent that any amounts available for distribution pursuant to clause "SIXTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in the Collateral Account and applied in accordance with Section 9.7.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents and against the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Borrower, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause “FIRST” payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to an Agent the Administrative Agent, the L/C Issuers or any Lender by the Borrower, ratably among them in its capacity as Agentproportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders and the L/C Issuers hereunder and (ii) by the Supplemental Credit Lenders under Borrower, ratably among them in proportion to the Supplemental Credit Agreementamounts described in this clause “THIRD” payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Revolving Loans and Term LoansL/C Obligations of the Borrower, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreementsdescribed in this clause “FOURTH” payable to them; FIFTH, pro ratato the Administrative Agent, as set forth belowfor the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations of the Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of the Borrower which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received 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 Borrower Obligations of the Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made CHAR1\1351553v8 63 by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent the Administrative Agent, in its capacity as Agentsuch; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans, LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or Cash Collateralization of the outstanding LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements); FIFTH, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, or otherwise with respect to the payment of all accrued fees and interest payable Credit Party Obligations owing to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowsuch Lender; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender(s) from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b). Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Credit Party Obligations arising under Cash Management Agreements and Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the Cash Management Bank or the Secured Hedge Provider, as the case may be. Each Cash Management Bank or Secured Hedge Provider 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 Section 10 hereof for itself and its Affiliates as if a “Lender” party hereto. CHAR1\1351553v8 64

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental New Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an the Agent in its capacity as an Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental New Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent the Administrative Agents or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent Agents in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Administrative Agent's Fees then due and payable; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Lender; FOURTH, to the payment of all accrued fees interest and interest payable to (i) Fees on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansObligations (including the payment of all LOC Obligations then reimbursable by the Borrower pursuant to Section 2.6(c), but excluding any LOC Obligations attributable to issued but undrawn Letters of Credit, and the payment of all matured and unpaid BA Obligations) and to the payment of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowAgreements relating to the Obligations to the extent permitted hereunder; SIXTH, to the cash collateralization of all LOC Obligations and BA Obligations attributable to issued but undrawn Letters of Credit and Bankers' Acceptances; SEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHSIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.Lenders

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an the Agent in its capacity as Agentor the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementhereunder; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to the payment or cash collateralization of the outstanding LOC Obligations, and, in the case of any proceeds of Collateral, to the outstanding principal amounts outstanding under portion of any Hedging AgreementsObligations, pro rata, as set forth below; SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and obligations under Hedging Agreements Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations under Hedging AgreementsObligations held by all of the Lenders) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.; and (c) to the extent that any amounts available for distribution

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender from a Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower (and the Supplemental Credit Lenders under Company if it guaranties the Supplemental Credit Documents and any protective advances made by the Agent with respect Borrower Obligations of such Borrower), ratably among them in proportion to the Collateral under or pursuant amounts described in this clause "FIRST" payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to an Agent the Administrative Agent, the L/C Issuers or any Lender by such Borrower, ratably among them in its capacity as Agentproportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders and the L/C Issuers hereunder and (ii) by such Borrower, ratably among them in proportion to the Supplemental Credit Lenders under the Supplemental Credit Agreementamounts described in this clause "THIRD" payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Revolving Loans and Term LoansL/C Obligations of such Borrower, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreementsdescribed in this clause "FOURTH" payable to them; FIFTH, pro ratato the Administrative Agent, as set forth belowfor the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations of such Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of such Borrower which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received 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 Borrower Obligations of such Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Administrative Agent or any Lender Collateral Agent on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents or any of the Supplemental Credit Documents Hedge Liabilities), or in respect of the Collateral shall be paid over or delivered delivered, subject to the Intercreditor Agreement, as follows: : (a) Prior to the occurrence of a Collateral Event, FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent and Collateral Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral other Loan Documents; SECOND, to payment of any fees owed to an Administrative Agent in its capacity as and Collateral Agent; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all Obligations consisting of accrued fees interest and the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect to the Tranche B Term Loans, if any; FIFTH, to the payment of all Obligations consisting of accrued interest and the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect to the Tranche A Term Loans, if any SIXTH, to the payment of the outstanding principal amount of the Tranche B Term Loans; SEVENTH, to the payment of the outstanding principal amount of the Tranche A Term Loans; EIGHTH, to all other Obligations arising under this Agreement (including any Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities) which shall have become due and payable (hereunder, under the other Loan Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above; and NINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus; and (ib) upon and following the New Credit Agreement Lenders hereunder occurrence of a Collateral Event, FIRST, to the payment of all reasonable out-of-pocket costs and expenses (iiincluding reasonable attorneys’ fees) of Administrative Agent and Collateral Agent in connection with enforcing its rights and the Supplemental Credit rights of Lenders under this Agreement and the Supplemental Credit other Loan Documents; SECOND, to payment of any fees owed to Administrative Agent and Collateral Agent; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations consisting of accrued interest and the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect to the Loans, if any; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other obligations Obligations arising under this Agreement (including any Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit other Loan Documents and Supplemental Credit Documents, pro rata, or otherwise) and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SIXTH” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category, (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) (x) an amount equal to its pro rata share (based on the proportion that the then outstanding applicable Loans held by such Lender bears to the aggregate then outstanding applicable Loans) of amounts available to be applied, prior to the occurrence of a Collateral Event, pursuant to clauses “FOURTH”, “FIFTH”, “SIXTH”, and “SEVENTH” of paragraph (a) above and, upon and following the occurrence of a Collateral Event, pursuant to clauses “FOURTH” and “FIFTH” of paragraph (b) above, and (y) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans Foreign Currency Hedge Liabilities and obligations under Hedging Agreements Interest Rate Hedge Liabilities held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans Foreign Currency Hedge Liabilities and obligations under Hedging AgreementsInterest Rate Hedge Liabilities) of amounts available to be applied applied, prior to the occurrence of a Collateral Event, pursuant to clauses "THIRD"clause “EIGHTH” of paragraph (a) above and, "FOURTH," "FIFTH," on and "following the occurrence of a Collateral Event, pursuant to clause “SIXTH" above” of paragraph (b) above and (iii) notwithstanding anything to the contrary in this Section 10.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guarantee (including sums received as a result of the exercise of remedies with respect to such Guarantee) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 10.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any the Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at ▇▇▇▇▇▇’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent Lender in connection with enforcing its rights and the rights of the New Credit Lender under this Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent Lender with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agentthe Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each the Lender to the extent owing to Lender pursuant to the terms of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documentsthis Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to Obligations (including the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders Lender shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Lender in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable and including with respect to (i) the New any Hedging Agreement between any Credit Party and any Hedging Agreement Lenders hereunder Provider, any fees, premiums and (ii) the Supplemental Credit Lenders scheduled periodic payments due under the Supplemental Credit Agreementsuch Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations and Term Loanspayment of the outstanding principal amount arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 7.1(e), any breakage, termination or other payments due under such Hedging Agreement and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowinterest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" aboveabove and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.7. Notwithstanding the foregoing terms of this Section 3.7, only payments under the Guaranty with respect to Hedging Agreements with a Hedging Agreement Provider shall be applied to obligations under any Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or any of the Supplemental Credit Documents Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows, and after an Application Event, will be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit payable under this Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities), including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b). EIGHTH, to all other obligations Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise) and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “EIGHTH” above; and SEVENTHTENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging Agreements Hedge Liabilities held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging AgreementsHedge Liabilities) of amounts available to be applied pursuant to clauses "THIRD"“SIXTH”, "FOURTH“SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities); and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section3.2(b) and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH," "FIFTH," ” “EIGHTH”, “NINTH”, and "SIXTH" above“TENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or any of the Supplemental Credit Documents Hedge Liabilities), or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities to the extent a reserve for such amounts has been included in the Formula Amount) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof). EIGHTH, to all other obligations Obligations arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities which have not been reserved for as set forth in clause "SEVENTH" above)) which shall have become due and payable (hereunder, under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise) and not repaid pursuant to clauses "FIRST" through "FIFTHSEVENTH" above; NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses "FIRST" through "EIGHTH" above; and SEVENTHTENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRDSIXTH", "FOURTHSEVENTH", "EIGHTH" and "NINTH" above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "SEVENTH," "FIFTH," EIGHTH", and "SIXTHNINTH" aboveabove in the manner provided in this Section 11.5. XII.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsBorrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowBorrower's Obligations; SIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Revolving Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees actually incurred) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' feesfees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsRevolving Obligations owing to such Lender; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementRevolving Obligations; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Revolving Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Revolving Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category, (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Revolving Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsRevolving Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" aboveabove and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration or earlier cancellation of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.14(c).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance existence of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral Total Obligations (including proceeds of the Collateral) shall be paid over or delivered as follows: , but in no event in a manner inconsistent with the provisions of Section 11.1; FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' fees) of the Collateral Agent actually incurred in connection with enforcing the rights and remedies of the New Credit Agreement Agents and the Lenders under the Credit Documents (including without limitation, exercising rights and remedies in respect of the Supplemental Credit Lenders under the Supplemental Credit Documents Collateral) and any protective advances (including any Discretionary Over-Advances) made by the Agent with respect to the Collateral under or pursuant to the terms thereto, excluding any of the Collateral Documentsforegoing solely relating to Bank Products; SECOND, to payment of any fees and expenses (including without limitation, fees and expenses owing pursuant to Section 13.5(a)) owed to an Agent the Collateral Agent, the Revolving Agent, the Term Agent, and the Lenders (in its capacity as Agentsuch order) under the Credit Documents and not paid pursuant to clause "FIRST" preceding, excluding any of the foregoing solely relating to Bank Products; THIRD, to the payment of all reasonable out-of-pocket costs accrued interest and expenses, (including, without limitation, reasonable attorneys' fees) of each fees on or in respect of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit DocumentsRevolving Obligations; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementTerm Obligations; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Revolving Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to the payment of all amounts due with respect to Bank Products; SEVENTH, to the payment of all other Revolving Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, otherwise and not repaid pursuant to clauses "FIRST" through "THIRD", "FIFTH", and "SIXTH" abovepreceding; EIGHTH, to the payment of all accrued interest and SEVENTHfees in respect of the Term Obligations that have not been paid pursuant to clause "FOURTH" preceding by reason of the provisions of Article 11; NINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each outstanding principal amount of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.Obligations;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Administrative Agent and the Lenders under the Credit Documents and against the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Borrower, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause “FIRST” payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to an Agent the Administrative Agent, or any Lender by the Borrower, ratably among them in its capacity as Agentproportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) by the Supplemental Credit Lenders under Borrower, ratably among them in proportion to the Supplemental Credit Agreementamounts described in this clause “THIRD” payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreements, pro rata, as set forth belowdescribed in this clause “FOURTH” payable to them; SIXTHFIFTH, to all other obligations Borrower Obligations of the Borrower which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "“FOURTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FIFTH" above” payable to them; and SEVENTHSIXTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementaccrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations and Term Loansthe payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "”FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging Agreementsthe Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH” and “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, "FOURTH," "such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH," ” and "“SIXTH" above” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations but excluding Credit Party Obligations to any principal amounts outstanding the extent they consist of Obligations under Hedging Agreements, pro rata, as set forth below); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders (excluding the Tranche C Lender in its capacity as such) under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed payable to an the Agent in its capacity as Agentthen due and owing; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders (excluding the Tranche C Lender in its capacity as such) in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations (excluding the Tranche C Obligations) consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder then due and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementowing; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations, but excluding the Tranche C Obligations) then due and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowowing; SIXTH, to all other Credit Party Obligations (other than the Tranche C Obligations) and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; SEVENTH, to the payment of all reasonable out-of-pocket costs and SEVENTHexpenses (including without limitation, reasonable attorneys' fees) of the Tranche C Lender in connection with enforcing its rights under Section 2.6, Section 2.7, the LOC Documents related to Tranche C Letters of Credit, the Tranche C Guaranty or otherwise with respect to the Tranche C Obligations; EIGHTH, to the payment of all of the Tranche C Obligations consisting of accrued fees and interest then due and owing; NINTH, to the payment of the outstanding principal amount of the Tranche C Obligations (including the payment or cash collateralization of the outstanding Tranche C LOC Obligations) then due and owing; TENTH, to all other Tranche C Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "NINTH" above; and ELEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1, any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementaccrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations and Term Loansthe payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loansother Credit Party Obligations, including, without limitation, the payment or Cash Collateralization of the outstanding LOC Obligations, and with respect to any principal amounts outstanding Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category, (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" above” above and (iii) 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 Credit Party Obligations otherwise set forth above in this Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents or Commodity Hedge Liabilities, Hedge Liabilities and any of the Supplemental Credit Documents Other Lender Provided Financial Service Product Liabilities), or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) that portion of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents Obligations constituting fees, indemnities, expenses and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect other amounts, including attorney fees, payable to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; 281925533 THIRD, to the payment of all reasonable out-of-pocket costs that portion of the Obligations constituting accrued and expensesunpaid interest on the Loans (other than the Term Loan, (includingthe Delayed Draw Term Loan or any Incremental Term Loan) and Reimbursement Obligations, without limitation, reasonable attorneys' fees) of each of ratably among the Lenders in connection with enforcing its rights under proportion to the Credit Documents and the Supplemental Credit Documentsrespective amounts described in this clause Third payable to them; FOURTH, to the payment of all accrued fees that portion of the Obligations constituting unpaid principal of the Loans (other than the Term Loan, the Delayed Draw Term Loan or any Incremental Term Loan) and interest Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to (i) them and payment to the New Credit Agreement Lenders hereunder and (ii) Agent for the Supplemental Credit Lenders account of the Issuer, to cash collateralize any undrawn amounts under the Supplemental Credit Agreementoutstanding Letters of Credit; FIFTH, to the payment of the outstanding principal amount that portion of the Loans Obligations constituting accrued and unpaid interest on the Term LoansLoan, the Delayed Draw Term Loan and each Incremental Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage, Delayed Draw Term Loan Commitment Percentage and any applicable Lenders pro rata share of any applicable Incremental Term Loan in proportion to any principal the respective amounts outstanding under Hedging Agreements, pro rata, as set forth belowdescribed in this clause Fifth payable to them; SIXTH, to all other obligations which shall have become due the payment of that portion of the Obligations constituting unpaid principal of the Term Loan, the Delayed Draw Term Loan and each Incremental Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage, Delayed Draw Term Loan Commitment Percentage and any applicable Lenders pro rata share of any applicable Incremental Term Loan in proportion to the respective amounts described in this clause Sixth payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" abovethem; and SEVENTH, to the payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the surplusrespective amounts described in this clause Seventh held by them; and LAST, the balance, if any, to whomever may be lawfully entitled to receive such surplusthe Loan Parties or as required by Law. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Commodity Hedge Liabilities, Hedge Liabilities and obligations under Hedging Agreements any Other Lender Provided Financial Service Product Liabilities held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Commodity Hedge Liabilities, Hedge Liabilities and obligations under Hedging Agreementsany Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to clauses "THIRD"this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, "FOURTH," "FIFTH," and "SIXTH" aboveno Swap Obligations of any Non- 281925533 Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral Obligations (or other amounts owing under the Credit Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights and remedies of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthereto; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Lender; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Obligations hereunder (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHSIXTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe Borrower. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.except

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable and including with respect to (i) the New Credit any Secured Hedging Agreement Lenders hereunder any fees, premiums and (ii) the Supplemental Credit Lenders scheduled periodic payments due under the Supplemental Credit Agreementsuch Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations and Term Loanspayment of the outstanding principal amount arising under any Secured Hedging Agreement, to the extent such Secured Hedging Agreement is permitted by Section 7.1(e), any breakage, termination or other payments due under such Secured Hedging Agreement and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowinterest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" above” above and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.7. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementaccrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations and Term Loansthe payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations outstanding under Hedging Agreementsthe Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH” and “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, "FOURTH," "such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH," ” and "“SIXTH" above” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent Agents in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Agentthe Agents; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, (i) the payment or cash collateralization of the outstanding LOC Obligations and Term Loans(ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowinterest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category, (ii) each of the Agents shall receive an amount equal to its pro rata share (based upon the proportion of the amounts described therein held by each Agent) of amounts available to be applied pursuant to clauses “FIRST” and “SECOND” above, and (biii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Loan Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Secured Parties under this Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of Lenders to the Lenders in connection with enforcing its rights under extent owing to such Lender pursuant to the Credit Documents and the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to Obligations (including the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to all other Obligations and other obligations which shall that have become due and payable under the Credit Loan Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above.; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. ARTICLE XXXIV

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, (i) the payment or cash collateralization of the outstanding LOC Obligations and Term Loans(ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowinterest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.and

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Loan Documents or in respect of the Collateral shall may, at Agent's discretion, be paid over or delivered as follows: : 11.5.1 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms terns of the Collateral Documents; this Document; 11.5.2 SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; ; 11.5.3 THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit Documents; Loan Documents or otherwise with respect to the Obligations owing to such Lender; 11.5.4 FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; interest; 11.5.5 FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to Obligations (including the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH[L]etters of [C]redit); 11.5.6 ▇▇▇▇▇, to all other Obligations and other obligations which shall have become due and payable under the Credit Loan Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and ; 11.5.7 SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRDFOURTH", "FOURTH," "FIFTH," and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to reimburse all unreimbursed drawings on all Letters of Credit; SECOND, to the repayment of all payments made by Lender under any of the Guaranties; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Lender under this Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECONDFOURTH, to the payment of any fees owed to an Agent in its capacity as the Agent; THIRDFIFTH, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders Lender in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to Lender; FOURTHSIXTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTHSEVENTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowObligations; SIXTHEIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; and SEVENTH;. NINTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Agent from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the Lenders shall receive an amount equal to its pro rata share (based on types described in clauses “SEVENTH” and “EIGHTH” above in the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" abovemanner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees or external counsel) of incurred by the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs accrued interest and expenses, (including, without limitation, reasonable attorneys' fees) of each fees on or in respect of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit DocumentsObligations; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTHFIFTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHFOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsObligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTHFIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent Agents or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent Agents or any of the Lenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents, pro rata as set forth below; SECOND, to payment of any fees owed to an Agent in its capacity Agent, the Issuing Lender or any Lender, pro rata as Agentset forth below; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementhereunder, pro rata as set forth below; FIFTHFOURTH, to the payment of the outstanding principal amount of the Loans and Term Loansunreimbursed drawings under Letters of Credit, and to any principal amounts the payment or cash collateralization of the outstanding under Hedging AgreementsLOC Obligations, pro rata, rata as set forth below; SIXTHFIFTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTHFOURTH" above; SIXTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender, pro rata as set forth below; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and LOC Obligations, or, in the case of clause "SIXTH" above, the proportion of then outstanding obligations under Hedging Agreements) of amounts available to be applied applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "THIRD", "FOURTH," "FIFTH," and "SIXTHFIFTH" aboveabove in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Loan Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Loan Party Obligations or any other amounts outstanding under any of the Credit Loan Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Loan Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Loan Documents and with respect to the Supplemental Credit DocumentsLoan Party Obligations owing to such Lender; FOURTH, to the payment of all of the Loan Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansLoan Party Obligations (including, and to without limitation, any principal amounts outstanding breakage, termination or other payments due under a Hedging Agreements, pro rata, as set forth belowAgreement with a Hedging Agreement Provider); SIXTH, to all other Loan Party Obligations and other obligations which shall have become due and payable under the Credit Loan Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, including fees, premiums and scheduled periodic payments, and any interest payable accrued thereon, due under any Lender-Provided Interest Rate Hedge, to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementextent such Lender-Provided Interest Rate Hedge is permitted by Section 7.8; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit), to breakage, termination or other payments, and Term Loansany interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such Lender-Provided Interest Rate hedge is permitted by Section 7.8, and to amounts due under any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowCash Management Products; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, including fees, premiums and scheduled periodic payments, and any interest payable accrued thereon, due under any Lender-Provided Interest Rate Hedge, to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementextent such Lender-Provided Interest Rate Hedge is permitted by Section 7.8; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit), to breakage, termination or other payments, and Term Loansany interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such Lender-Provided Interest Rate hedge is permitted by Section 7.8, and to amounts due under any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowCash Management Products; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRDFOURTH", "FOURTH," "FIFTH," and "SIXTH" above.; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider; FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansCredit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement with a Hedging Agreement Provider and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. (a) Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or any of the Supplemental Credit Documents Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and 074658.18062/111245555v.10 Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable documented out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lenders pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement, including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to all other obligations Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. the Borrowing Agent or otherwise required by Applicable Law. (b) In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging Agreements Hedge Liabilities held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging AgreementsHedge Liabilities) of amounts available to be applied pursuant to clauses "THIRD"“SIXTH”, "FOURTH," "FIFTH," “SEVENTH”, “EIGHTH” and "SIXTH" “NINTH” of subsection (a) above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral 074658.18062/111245555v.10 from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” of subsection (a) above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other Obligations of the types described in clauses “SEVENTH” and “EIGHTH” of subsection (a) above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit including, without limitation, accrued fees and interest arising under any Hedging Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementwith a Hedging Agreement Provider; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and Credit Party Obligations (including with respect to any principal amounts outstanding Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders Issuer under this Agreement and the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders and the Issuer in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender or the Issuer; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable arising under or pursuant to (i) this Agreement or the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementOther Documents; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Obligations constituting Advances (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowamount of Letters of Credit); SIXTH, to all other Obligations and other obligations which owed to the Agent and its Affiliates that shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; SEVENTH, to all other Obligations and SEVENTHother obligations owed to the other Lenders and their respective Affiliates that shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; EIGHTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders and the Issuer shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender or the Issuer bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ”, “SIXTH” and "“SEVENTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH" above” and “SEVENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary except for Sections 16.3 and 16.4, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all Swingline Advances (including, without limitation, accrued fees and interest); FIFTH, to the payment of all accrued fees and interest payable on Advances (other than with respect to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwingline Advances); FIFTHSIXTH, to the payment of the outstanding principal amount of the Loans and Term LoansObligations (including the payment or cash collateralization of any outstanding Letters of Credit), and other than Swingline Advance, in such order as Agent shall determine; SEVENTH, to any the payment of the outstanding principal amounts outstanding amount of the Obligations consisting of liabilities under Hedging Agreements, pro rata, as set forth belowSwap Contracts; SIXTHEIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to whomever Borrowing Agent on behalf of the applicable Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ”, “SIXTH”, “SEVENTH” and "“EIGHTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SIXTH" above” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH” and “SEVENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including Hedge Liabilities, Cash Management Liabilities and Term Loans, and to the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging Agreements Hedge Liabilities held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging AgreementsHedge Liabilities) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above.; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Administrative Agent or any Lender on account of amounts outstanding under with respect to any of the Credit Documents or any of the Supplemental Credit Documents Obligations or in respect of the Collateral shall be paid over or delivered to make the following payments (as follows: the same become due at maturity, by acceleration or otherwise) (it being understood that amounts collected or received with respect to Obligations and Collateral shall be applied in the following manner but first to satisfy all Obligations (other than obligations under the Guaranty Agreements) in full and then to satisfy the Obligations under the Guaranty Agreements): FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Administrative Agent in its capacity as Agenthereunder or under any other Credit Document; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to (i) the New Credit Lenders hereunder, and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement Lenders hereunder is permitted by this Agreement, any fees, premiums and (ii) the Supplemental Credit Lenders scheduled periodic payments due under the Supplemental Credit Agreementsuch Interest Rate Protection Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowbelow and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement is permitted by this Agreement, any breakage, termination or other payments due under such Interest Rate Protection Agreement and any interest accrued thereon; SIXTH, to all other obligations Obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the its then outstanding Term Loans, outstanding Term Loans and obligations outstanding under the Interest Rate Protection Agreements and other Lender Hedging Agreements held (if any) permitted by such Lender this Agreement bears to the aggregate then outstanding Term Loans, outstanding Term Loans and obligations outstanding under the Interest Rate Protection Agreements and any other Lender Hedging AgreementsAgreements permitted by this Agreement) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "” “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent Agents in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to Obligations (including the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to the payment of any Obligations and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such Lender-Provided Interest Rate Hedge; SEVENTH, to the payment of all UPS Affiliate Obligations; EIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or Agreement, to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an the Agent in its capacity as Agentor the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsBorrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Borrower's Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.LOC

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable including with respect to (i) the New Credit any Secured Hedging Agreement Lenders hereunder any fees, premiums and (ii) the Supplemental Credit Lenders scheduled periodic payments due under the Supplemental Credit Agreementsuch Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations and Term Loansthe payment or cash collateralization of the outstanding LOC Obligations (including, without limitation, any breakage, termination or other payments due under such Hedging Agreements and any interest accrued thereon, arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to any principal amounts outstanding under the extent such Hedging Agreements, pro rata, as set forth belowAgreement is permitted by Section 6.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder including, without limitation, accrued fees and (ii) the Supplemental Credit Lenders interest arising under the Supplemental Credit any Secured Hedging Agreement); FIFTH, to the payment of the outstanding principal amount of the Loans and Term LoansCredit Party Obligations, and including with respect to any principal amounts outstanding Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders and Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses "”THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.11, only Collateral proceeds and payments under the Guaranty with respect to Secured Hedging Agreements shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent or any of the Lenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent, the Issuing Lender or any Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through and "FIFTHSECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans and SEVENTHunreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations, pro rata as set forth below; FIFTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender, pro rata, as set forth below; and SIXTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and net payment obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender or, to the extent participated to the Lenders, the Lenders from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "THIRD", "FOURTH," and "FIFTH," and "SIXTH" aboveabove in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or any Other Document to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents Obligations or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees and expenses) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Other Documents; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to an Agent (including reasonable attorneys’ fees and expenses) to the extent not included in its capacity as Agentclause FIRST above; THIRD, ratably, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) and indemnities of each of the Delayed Draw Term Loan Lenders in connection with enforcing its rights under (other than the Credit Documents and Fourth Amendmentand the Supplemental Credit DocumentsInitial Term Loan Lenders) to the extent owing to such Lender that is not a Fourth Amendment Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations (other than Obligations on account of or related to the Fourth Amendment Loan)with respect to the Delayed Draw Term Loans arising under this Agreement and the Other Documents consisting of accrued fees and interest payable with respect to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementDelayed Draw Term Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations (other than Obligations on account of or related to the Fourth Amendment Loan) and any Prepayment Premium (solely to the extent not payable on account of the Fourth Amendment Loan);with respect to the Delayed Draw Term Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowMOIC Amount; SIXTHSIXTHNINTH, to all other obligations Obligations (other than Obligations on account of or related to the Fourth Amendmentwith respect to the Initial Term Loan) arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" “FIRSTSEVENTH ” through "FIFTH" “FIFTHEIGHTH ” above; SEVENTHTENTH, to the payment of all reasonable and SEVENTHdocumented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) of each of the Fourth Amendment Lenders to the extent owing to such Fourth Amendment Lenders pursuant to the terms of this Agreement; EIGHTHELEVENTH, to the payment of all Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement and the Other Documents consisting of accrued fees and interest; NINTHTWELFTH, to the payment of the outstanding principal amount of the Obligations on account of or related to the Fourth Amendment Loan and any Prepayment Premium to the extent payable on account of the Fourth Amendment Loan; TENTHTHIRTEENTH, to all other Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable and not repaid pursuant to clauses “SEVENTHTENTH ” through “NINTHTWELFTH ” above; ELEVENTHFOURTEENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Guaranteed Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of Administrative Lender and/or the Collateral DocumentsLenders; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Lender and/or the Lenders; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Guaranteed Obligations (including the payment or cash collateralization of outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders payable pursuant to the terms of the Credit Documents in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); FIFTH, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, or otherwise with respect to the payment of all accrued fees and interest payable Credit Party Obligations owing to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowsuch Lender; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent the Administrative Agent, in its capacity as Agentsuch, and all amounts owed pursuant to Erroneous Payment Subrogation Rights; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans, LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or Cash Collateralization of the outstanding LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements); FIFTH, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, or otherwise with respect to the payment of all accrued fees and interest payable Credit Party Obligations owing to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowsuch Lender; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender(s) from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b). Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Credit Party Obligations arising under Cash Management Agreements and Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the Cash Management Bank or the Secured Hedge Provider, as the case may be. Each Cash Management Bank or Secured Hedge Provider 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 Section 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementin respect of Swingline Loans; FIFTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); SIXTH, to the payment of the outstanding principal amount of the Loans and Term Credit Party Obligations in respect of Swingline Loans; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including, without limitation, the payment or cash collateralization of theCash Collateralization of the outstanding LOC Obligations, and including with respect to any principal amounts outstanding Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTHEIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category, (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations payable under all Hedging AgreementsAgreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses "“THIRD"”, "FOURTH," "“FIFTH," ”, “SEVENTH” and "SIXTH" above“EIGHTH” above and (iii) 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 Credit Party Obligations otherwise set forth above in this Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent the Administrative Agent, in its capacity as Agentsuch; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, or otherwise with respect to the payment of all accrued fees and interest payable Credit Party Obligations owing to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowsuch Lender; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation limitation, reasonable attorneys' fees) of the Agent Agents in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent Agents with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Agentor the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementhereunder; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loansunreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH:, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and SEVENTHELEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“SIXTH”, "FOURTH," "FIFTH," “SEVENTH”, “EIGHTH” and "SIXTH" “NINTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, but subject to Section 3.05(f), after the occurrence and during the continuance of an Event of DefaultDefault and the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.02 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by an the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' ’ fees) of each the Administrative Agent or any of the Lenders in connection with enforcing its rights under the Credit Documents and ratably among them in proportion to the Supplemental Credit Documentsamounts described in this clause “FIRST” payable to them; FOURTHSECOND, to payment of any fees owed to the Administrative Agent or any of the Lenders ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) ratably among them in proportion to the Supplemental Credit Lenders under the Supplemental Credit Agreementamounts described in this clause “THIRD” payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreements, pro rata, as set forth belowdescribed in this clause “FOURTH” payable to them; SIXTHFIFTH, to all other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "“FOURTH” above ratably among the holders of the Borrower Obligations in proportion to the amounts described in this clause “FIFTH" above” payable to them; and SEVENTHSIXTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" abovecategory.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, or otherwise with respect to the payment of all accrued fees and interest payable Credit Party Obligations owing to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowsuch Lender; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "“THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary except for Sections 16.3 and 16.4, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall be paid over or delivered by Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent and Term B Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement until paid in full; SECOND, to payment of any fees owed to an Agent until paid in its capacity as Agentfull; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents this Agreement and the Supplemental Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender until paid in full; FOURTH, to the payment of all Swingline Advances (including, without limitation, accrued fees and interest) until paid in full; FIFTH, to the payment of all accrued fees and interest payable on Advances (other than with respect to (ithe Swingline Advances and the Term B Loans) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementuntil paid in full; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding Letters of Credit in an amount not to exceed 105% of the undrawn amount of such Letters of Credit), other than Swingline Advances, the Term B Loans and Term Loans, and to any principal amounts outstanding under Hedging AgreementsSwap Contracts, pro ratarata according to the applicable Lenders’ Commitment Percentages, as set forth belowuntil paid in full (provided that any payment of Revolving Advances pursuant to this clause “SIXTH” shall result in the concurrent reduction of the Maximum Revolving Advance Amount and, in the event of the payment of Revolving Advances made to (a) US Borrowers, the Maximum US Revolving Advance Amount, (a) Foreign Borrowers, the Maximum Foreign Revolving Advance Amount, each on a dollar-for-dollar basis); SIXTHSEVENTH, to the payment of the outstanding principal amount of the Permitted Swap Obligations consisting of liabilities under Swap Contracts up to the amount of the Swap Reserve; EIGHTH, to the payment of all accrued fees and interest on the Term B Loans owed to Term B Lender until paid in full; NINTH, to the outstanding principal amount of the Term B Loans owed to Term B Lender until paid in full; TENTH, to the payment of the outstanding principal amount of the Obligations consisting of liabilities under Swap Contracts to the extent not repaid pursuant to clause “SEVENTH” above until paid in full; ELEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “TENTH” above; and SEVENTHTWELFTH, to the payment of the surplus, if any, to whomever Borrowing Agent on behalf of the applicable Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Revolving Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances (excluding Term B Loans) held by such Lender bears to the aggregate then outstanding Advances (excluding Term B Loans)) of amounts available to be applied pursuant to clauses “THIRD”, “FIFTH”, “SIXTH”, “SEVENTH”, “TENTH” and “ELEVENTH” above; (iii) each of the Term B Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term B Loans and obligations under Hedging Agreements held by such Term B Lender bears to the aggregate then outstanding Term B Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD"“EIGHTH” and “NINTH” above; and (iv) to the extent that any amounts available for distribution pursuant to clause “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, "FOURTH," "FIFTH," such amounts shall be held by Agent in a cash collateral account and "applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH" above”, “SEVENTH”, “EIGHTH”, “NINTH”, “TENTH” and “ELEVENTH” above in the manner provided in this Section 11.5. For purposes of the foregoing, (other than clause “ELEVENTH”), “paid in full” means payment in cash of all amounts owing under this Agreement and the Other Documents according to the terms thereof (other than CIR Obligations), including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause “ELEVENTH”, “paid in full” means payment in cash of all amounts owing under this Agreement and the Other Documents (other than CIR Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault and upon the exercise of remedies in accordance with Section 9.2, all amounts collected or received by an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral Obligations (or other amounts owing under the Credit Documents or other documentation in respect of the Obligations in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights and remedies of the New Credit Agreement Lenders Banks under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthereto; SECOND, to payment of any fees owed to an the Administrative Agent in its capacity as Agentsuch under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders Banks hereunder in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations), all Obligations under any Swap Contract between any Credit Party or any Subsidiary and Term Loansany Bank or Affiliate of a Bank that is permitted to be incurred pursuant to Section 8.1(g), and all Obligations under any Treasury Management Agreement between any Credit Party or any Subsidiary and any Bank or Affiliate of a Bank, in each case ratably among the respective parties in proportion to any principal the respective amounts outstanding under Hedging Agreements, pro rata, as set forth belowdescribed in this clause “FIFTH” held by them; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" aboveBorrower Representative.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementSwing Loans; FIFTH:, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest with respect to Advances (other than the FILO Advances) and Revolving Commitments (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the Obligations consisting of principal with respect to Advances other than FILO Advances, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest with respect to the FILO Advances; NINTH, to the payment of the FILO Advances; TENTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. ELEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “TENTH” above; TWELFTH, to all Obligations owing to any Defaulting Lender; and SEVENTHTHIRTEENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsAdvances) of amounts available to be applied pursuant to clauses "THIRD"“SIXTH”, "FOURTH," "FIFTH," “SEVENTH”, “EIGHTH”, “NINTH”, “TENTH” and "SIXTH" “ELEVENTH”; and, with respect to clause “TENTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and Term Loans, any Hedging Obligations (including any termination payments and to any principal accrued and unpaid interest thereon) (pro rata in accordance with all such amounts outstanding under Hedging Agreements, pro rata, as set forth belowdue); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities (including JPM European Treasury Management Obligations) or any of the Supplemental Credit Documents Hedge Liabilities), or in respect of the Collateral shall be paid paid, subject to the terms of the Intercreditor Agreement, over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under Other Documents arising from, related to or connected with the Supplemental Credit Documents US-Canada Advances and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement (other than with respect to those arising from or connected with any Cash Management Liabilities and/or Hedge Liabilities); SECOND, to payment of any fees owed to an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) on account of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementUS-Canada Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Obligations consisting of US-Canada Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of US-Canada Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of US-Canada Swing Loans paid pursuant to clause FIFTH above and other than Cash Management Liabilities and Hedge Liabilities) and including the payment or cash collateralization of any outstanding US-Canada Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to any Cash Management Liabilities (including any JPM European Treasury Management Obligations) and/or Hedge Liabilities; NINTH, to all other obligations Obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" above“EIGHTH”; and SEVENTHTENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements US-Canada Advances held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsUS-Canada Advances) of amounts available to be applied pursuant to clauses "THIRD"“SIXTH”, "FOURTH“SEVENTH”, and “NINTH” above and, with respect to clause “EIGHTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances); (iii) notwithstanding anything to the contrary in this Section 11.1, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding US-Canada Letters of Credit, such amounts shall be held by the Agent as cash collateral for the US-Canada Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such US-Canada Letters of Credit, and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH," "FIFTH," ” “EIGHTH” and "SIXTH" above“NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the New Credit Agreement Lenders under the Credit Documents this Agreement and the Supplemental Credit Lenders under the Supplemental Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, including reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under to the Credit Documents and extent owing to such Lender pursuant to the Supplemental Credit Documentsterms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including Hedge Liabilities, Cash Management Liabilities and Term Loans, and to the payment or cash collateralization of any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging Agreements Hedge Liabilities held by such Lender bears to the aggregate then outstanding LoansAdvances, outstanding Term Loans Cash Management Liabilities and obligations under Hedging AgreementsHedge Liabilities) of amounts available to be applied pursuant to clauses "THIRD"“FOURTH”, "FOURTH," "“FIFTH," ” and "“SIXTH" ” above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. Monies and proceeds obtained from a Loan Party shall not be applied to its Excluded Hedge Liabilities, but appropriate adjustments shall be made with respect to amounts obtained from other Loan Parties to preserve the allocations specified above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," ", "FIFTH," and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts Credit Party Obligations (including the payment or cash collateralization of the outstanding under Hedging Agreements, pro rata, as set forth belowLOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Revolving Loans and obligations under Hedging Agreements LOC Obligations held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Revolving Loans and obligations under Hedging AgreementsLOC Obligations) of amounts available to be applied pursuant to clauses "‘THIRD"”, "“FOURTH," "”, “FIFTH," ” and "“SIXTH" ” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable and including with respect to (i) any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the New Credit extent such Hedging Agreement Lenders hereunder is permitted by Section 6.1(e), any fees, premiums and (ii) the Supplemental Credit Lenders scheduled periodic payments due under the Supplemental Credit Agreementsuch Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations, the payment or cash collateralization of the outstanding LOC Obligations and Term Loans, and including with respect to any principal amounts outstanding Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(e), any breakage, termination or other payments due under such Hedging Agreements, pro rata, as set forth belowAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Documents, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause "FIRST" payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to an Agent the Administrative Agent, the L/C Issuers or any Lender, ratably among them in its capacity as Agentproportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder Lenders, and (ii) the Supplemental Credit Lenders under L/C Issuers hereunder, ratably among them in proportion to the Supplemental Credit Agreementamounts described in this clause "THIRD" payable to them; FIFTHFOURTH, to the payment of the outstanding principal amount of the Revolving Loans and Term LoansL/C Obligations, and ratably among them in proportion to any principal the amounts outstanding under Hedging Agreementsdescribed in this clause "FOURTH" payable to them; FIFTH, pro ratato the Administrative Agent, as set forth belowfor the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received 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 Borrower Obligations, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Agreement Lenders hereunder Party and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementany Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, the outstanding principal amount arising under any Hedging Agreement between any Credit Party and Term Loansany Lender, and or any Affiliate of a Lender, to any principal amounts outstanding under the extent such Hedging Agreements, pro rata, as set forth belowAgreement is permitted by Section 7.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.to

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an any Event of DefaultDefault under Section 8.01(a) or after the exercise of any of the remedies provided under Section 8.02 (or after the occurrence of any Event of Default specified in Section 8.01(e) and the automatic occurrence of the events specified in the first sentence of the final paragraph in Section 8.02), all amounts collected or received by an the Administrative Agent or any Lender on account of amounts outstanding under any of the Senior Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral Obligations, shall be paid over or delivered as followsapplied in the following order: FIRST, to the payment of all reasonable out-of-pocket that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including without limitation reasonable attorneys' feesAttorney Costs and other amounts payable under Article III) of payable to the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect proportion to the Collateral under or pursuant amounts described in this clause FIRST payable to the terms of the Collateral Documentsthem; SECOND, to the payment of any fees owed that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including Attorney Costs and other amounts payable under Article III) payable to an Agent Lenders holding the Tranche B Term Loans and Revolving Commitments and/or Revolving Loans, Letters of Credit, Swingline Loans and Participation Interests in its capacity as Agentoutstanding Swingline Loans and Letters of Credit (to the extent such Participation Interests have been funded), ratably among them in proportion to the amounts described in this clause SECOND payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each that portion of the Senior Credit Obligations constituting unpaid interest on the Tranche B Term Loans, the Revolving Loans (for purposes of clarification, including unreimbursed obligations arising from drawings under Letters of Credit which have become Revolving Loans), the Swingline Loans and Participation Interests in outstanding Swingline Loans and Letters of Credit (to the extent such Participation Interests have been funded), ratably to the Lenders holding such Senior Credit Obligations in connection with enforcing its rights under proportion to the Credit Documents and the Supplemental Credit Documents; FOURTH, respective amounts described in this clause THIRD payable to them; (i) to the payment of all accrued fees that portion of the Senior Credit Obligations constituting unpaid principal on the Tranche B Term Loans, the Revolving Loans (for purposes of clarification, including unreimbursed obligations arising from drawings under Letters of Credit which have become Revolving Loans), the Swingline Loans and interest payable any Participation Interests in outstanding Swingline Loans and Letters of Credit (to the extent such Participation Interests have been funded), ratably to the Lenders holding such Senior Credit Obligations in proportion to the respective amounts described in this clause (i) the New Credit Agreement Lenders hereunder to this clause FOURTH payable to them and (ii) to payment of that portion of the Supplemental Senior Credit Lenders Obligations constituting amounts owing under or with respect to Secured Lender Hedging Agreements and Secured Cash Management Agreements ratably among the Supplemental Credit AgreementLender or Affiliate thereof who entered into the Secured Lender Hedging Agreement and the Secured Cash Management Bank in proportion to the respective amounts described in this clause "FOURTH" held by them; FIFTH, to the payment Administrative Agent for the account of the outstanding principal Issuing Lender, to cash collateralize that portion of the Letters of Credit comprised of the aggregate undrawn amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth belowLetters of Credit; SIXTH, to all other obligations amounts owing with respect to the Senior Credit Obligations constituting the Tranche B Term Debt, Revolver Debt and any remaining debt under Secured Lender Hedging Agreements and Secured Cash Management Agreements which shall not have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid been paid pursuant to clauses "FIRST" through "FIFTH" above, ratably among them in proportion to any such amounts payable to them pursuant to this clause SIXTH; and SEVENTH, the balance, if any after all the Senior Credit Obligations have indefeasibly been paid in full, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplusBorrower or as otherwise required by law. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributed to the issued but undrawn Letters of the Lenders Credit, such amounts shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements be held by the Administrative Agent in a cash collateral account pursuant to Section 2.02(k) and shall be applied to satisfy drawings under the 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 Lender bears remaining amount shall be applied to the aggregate then outstanding Loansother Senior Credit Obligations, outstanding Term if any, in the order set forth above. Notwithstanding the foregoing provisions of this Section 3.14(b), amounts on deposit in a Prepayment Account for any Class of Loans and obligations under Hedging Agreements) upon the occurrence of amounts available any Event of Default shall be applied, first, to be applied pursuant pay Loans of such Class and, second, after all the Loans of such Class have been paid in full, to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" abovethe other Senior Credit Obligations in the manner provided in this Section 3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of Administrative Agent and/or the Collateral DocumentsLenders; SECOND, to payment of any fees owed to an Agent in its capacity as the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsObligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees and interest payable to (i) on or in respect of the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit AgreementObligations; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and Term Loans, and to any principal amounts outstanding all obligations owing by the Credit Parties under Hedging Agreements, pro rata, as set forth belowAgreements permitted hereunder; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement or to the Supplemental Credit Agreementcontrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by an the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent in its capacity as the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and or otherwise with respect to the Supplemental Credit DocumentsParty Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreementinterest; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations but excluding Credit Party Obligations to any principal amounts outstanding the extent they consist of Obligations under Hedging Agreements, pro rata, as set forth below); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents and Supplemental Credit Documents, pro rata, or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements ;and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.the