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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received on or in respect of the 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 Banks under the Credit Documents made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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 provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in respect of the ObligationsSwingline 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 Credit Party Obligations hereunder in respect of Swingline Loans; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including including, without limitation, the payment or cash collateralization of theCash Collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTHEIGHTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTHFIFTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” above; above and (iii) Excluded Swap Obligations with respect to the extent that any Guarantor shall not be paid with amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued received from such Guarantor or its assets, but undrawn amount of outstanding Letters of Credit, such amounts appropriate adjustments shall be held by made with respect to payments from other Credit Parties to preserve the Administrative Agent in a cash collateral account and applied (A) first, allocation to reimburse the Issuing Bank 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” Party Obligations otherwise set forth above in the manner provided in this Section 3.15(b)Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, 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 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; 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 (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)Lender; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) 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 Bank 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 provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations payable under all Hedging Agreements with a Hedging Agreement Provider) 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 Bank 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 provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligationsother Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC other Credit Party Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; above and (iii) Excluded Swap Obligations with respect to the extent that any Guarantor shall not be paid with amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued received from such Guarantor or its assets, but undrawn amount of outstanding Letters of Credit, such amounts appropriate adjustments shall be held by made with respect to payments from other Credit Parties to preserve the Administrative Agent in a cash collateral account and applied (A) first, allocation to reimburse the Issuing Bank 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” Party Obligations otherwise set forth above in the manner provided in this Section 3.15(b)Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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(b2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, 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 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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 accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including and the payment or cash collateralization of the outstanding LOC Obligations), and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Banks Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate amount then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of the Obligations then outstandinga Lender that are permitted by Section 6.1(e)) 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 “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 Bank 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(b2.12(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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of the Credit Documents in connection therewith) 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 Agents in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative AgentAgents; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, (i) the payment or cash collateralization of the outstanding LOC ObligationsObligations and (ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (ii) except as otherwise provided, each of the Banks Agents shall receive an amount equal to its pro rata share (based upon the proportion of the amounts ratably in accordance with their respective described therein held by each Agent) of amounts available to be applied pursuant to clauses “FIRST” and “SECOND” above, and (iii) 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 and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations payable under all Hedging Agreements with a Hedging Agreement Provider) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Guaranteed Obligations (or any other amounts owing outstanding under any of the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments, 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; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender, 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 on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. (a) Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Obligations (or other amounts owing under Collateral may, at Agent’s discretion, and shall, at the Credit Documents in connection therewith) shall 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 Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made Other Documents, and any Out-of-Formula Loans and 074658.18062/111245555v.10 Protective Advances funded by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLenders pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 the any outstanding LOC Obligations)Letters of Credit in accordance with Section 3.2(b) hereof; SIXTHEIGHTH, to all other Obligations hereunder and other obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to the Borrowers. Borrowing Agent or otherwise required by Applicable Law. (b) In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH” and “SIXTHNINTH” 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTHSEVENTH” of subsection (a) 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 as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuing Bank 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 Obligations of the types described in clauses “FOURTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” of subsection (a) above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or cash collateralization of the outstanding LOC Obligationsother payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Term Loans held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the Obligations then outstandingoutstanding Term Loans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) 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 Bank 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 to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by any Agent or any Lender on or in respect account of the Obligations (or other amounts owing outstanding under any of 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 the reasonable attorneys’ feesfees and expenses of legal counsel and financial advisors) of the Administrative Agent Agents, the L/C Issuer, the Alternative Rate Lender or any of the Lenders in connection with enforcing the rights and remedies of the Banks Agents, the Alternative Rate Lender, the L/C Issuer and the Lenders under the Credit Documents made with respect theretoDocuments, ratably among them in proportion to the amounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative AgentAgents, the Alternative Rate Lender, the L/C Issuer or any Lender, 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 of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing Lenders, the Alternative Rate Lender and the L/C Issuer hereunder, ratably among them in proportion to such Bankthe amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of all accrued interest and fees on or the Revolving Loans in respect of the Obligationsamount equal to Additional Revolving Loan Amount, ratably among the Lenders in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the payment of the outstanding principal amount of the Loans and L/C Obligations hereunder (including and to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender or an Affiliate of a Lender, ratably among them in proportion to the payment or cash collateralization of the outstanding LOC Obligations)amounts described in this clause “FIFTH” payable to them; SIXTH, to the Administrative Agent, for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SEVENTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSIXTH” above, ratably among the holders of such Credit Party Obligations in proportion to the amounts described in this clause “SEVENTH” payable to them; and SEVENTHEIGHTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior Amounts used to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to Cash Collateralize the aggregate undrawn amount of the Obligations then outstanding) Letters 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 Credit pursuant to clause “FIFTHSIXTH” 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 Bank for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clauses “FOURTH”Credit Party Obligations, “FIFTH” and “SIXTH” above if any, in the manner provided in this Section 3.15(b)order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, (i) the payment or cash collateralization of the outstanding LOC ObligationsObligations and (ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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).and

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, contrary after the occurrence and during the continuance continuation of an Event of Default, proceeds from any payments (including prepayments under Section 2.3) or proceeds arising after the exercise of remedies hereunder (or after the Loan shall automatically become due and payable in accordance with the terms of Section 8.2), all amounts collected or received by Administrative Agent or any Lender on account of the obligations of Borrower or any other amounts outstanding under any of the Loan Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) Collateral shall be paid over or delivered as follows: follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or of the obligations of Borrower under any of the Loan Documents are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a bankruptcy event): 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 owed pursuant to the rights Loan Documents and remedies of the Banks under the Credit Documents any protective advances made by Administrative Agent with respect theretoto the Collateral owed pursuant to the Loan Documents; SECOND, to the payment of any fees owed to Administrative Agent pursuant to the Administrative AgentLoan Documents; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses (including without limitation, limitation reasonable attorneys’ fees) of each of Lender owed pursuant to the Banks hereunder Loan Documents, including without limitation in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLoan Documents; FOURTH, to the applicable Prepayment Premium, if any (which shall not be applicable regarding payments made pursuant to Section 2.3.2); FIFTH, to the applicable Breakage Costs; SIXTH, to the payment of all accrued interest and fees on or in respect the outstanding principal balance of the ObligationsLoan accrued at the Applicable Interest Rate on the amount prepaid through and including the date of prepayment; FIFTHSEVENTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment Loan; EIGHTH, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon and any breakage, termination or cash collateralization of the outstanding LOC Obligations)other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTHNINTH, to all other Obligations hereunder and other obligations of Borrower which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHEIGHTH” above; and SEVENTHTENTH, to the payment of the surplus, if any, to the BorrowersBorrower, unless another Person is lawfully entitled to receive such surplus (or any portion thereof) in which case such surplus (or any portion thereof) shall be paid to such Person. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (iib) except as otherwise provided, the Banks each Lender shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations portion of the Loan held by such Banks Lender bears to the aggregate then outstanding Loan) and (c) with respect to amounts payable under clause “EIGHTH” above, each Hedging Agreement Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the Obligations then outstandingall obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH”, “SEVENTH” and “SIXTHNINTH” 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders and the Issuer under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders and the Issuer in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender or the Issuer; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest arising under or pursuant to this Agreement or the Other Documents; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder constituting Advances (including the payment or cash collateralization of the outstanding LOC Obligationsamount of Letters of Credit); SIXTH, to all other Obligations hereunder and other obligations which owed to the Agent and its Affiliates that shall have become due and payable under the Credit Other Documents 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders and (ii) except as otherwise provided, the Banks Issuer shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender or the Issuer bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH” and “SIXTHSEVENTH” above; and (iiic) 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 (Ai) first, to reimburse the Issuing Bank Issuer from time to time for any drawings under such Letters of Credit and (Bii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTHSIXTH” and “SIXTHSEVENTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary 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 the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTH, to the payment of all Swingline Advances (including, without limitation, accrued interest fees and fees on or in respect of the Obligationsinterest); FIFTH, to the payment of all accrued fees and interest on Advances (other than with respect to the Swingline Advances); SIXTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of any outstanding Letters of Credit), other than Swingline Advance, in such order as Agent shall determine; SEVENTH, to the payment of the outstanding LOC Obligations)principal amount of the Obligations consisting of liabilities under Swap Contracts; SIXTHEIGHTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to Borrowing Agent on behalf of the Borrowersapplicable Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH”, “SEVENTH” and “SIXTHEIGHTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTHSIXTH” 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 Bank 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 “FOURTH”, “FIFTHSIXTH” and “SIXTHSEVENTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or any other amounts outstanding under any of the Loan Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights of Secured Parties under this Agreement and remedies of the Banks under the Credit other Loan Documents and any protective advances made by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to all other Obligations hereunder and other obligations which shall that have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks each of Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) 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 Bank 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 “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).11.5. ARTICLE XXXIV

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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(b2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (or other amounts owing outstanding under any of the Credit Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable outTO THE PAYMENT OF ALL REASONABLE OUT-ofOF-pocket costs and expenses POCKET COSTS AND EXPENSES (including without limitation reasonable attorneysINCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ feesFEES) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect theretoOF THE ADMINISTRATIVE AGENT IN CONNECTION WITH ENFORCING THE RIGHTS OF THE LENDERS UNDER THE CREDIT DOCUMENTS; SECOND, to payment of any fees owed to the Administrative AgentTO PAYMENT OF ANY FEES OWED TO THE ADMINISTRATIVE AGENT; THIRD, to the payment of all reasonable outTO THE PAYMENT OF ALL REASONABLE OUT-ofOF-pocket costs and expenses POCKET COSTS AND EXPENSES (including without limitationINCLUDING, reasonable attorneysWITHOUT LIMITATION, REASONABLE ATTORNEYS’ feesFEES) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankOF EACH OF THE LENDERS IN CONNECTION WITH ENFORCING ITS RIGHTS UNDER THE CREDIT DOCUMENTS; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsTO THE PAYMENT OF ALL ACCRUED FEES AND INTEREST PAYABLE TO THE LENDERS HEREUNDER; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding TO THE PAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS, AND, WITH RESPECT TO UNREIMBURSED DRAWINGS UNDER LETTERS OF CREDIT, TO THE PAYMENT OR CASH COLLATERALIZATION OF THE OUTSTANDING LOC Obligations)OBLIGATIONS PRO RATA, AS SET FORTH BELOW; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses TO ALL OTHER OBLIGATIONS WHICH SHALL HAVE BECOME DUE AND PAYABLE UNDER THE CREDIT DOCUMENTS AND NOT REPAID PURSUANT TO CLAUSES “FIRST” through THROUGH “FIFTH” aboveABOVE; and AND SEVENTH, to the payment of the surplusTO THE PAYMENT OF THE SURPLUS, if anyIF ANY, to the BorrowersTO WHOEVER MAY BE LAWFULLY ENTITLED TO RECEIVE SUCH SURPLUS. DB1/ 97661265.5 In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (iib) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks bears Lender bear to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, ,” “FIFTH,” and “SIXTH” above; above and (iiic) 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 the Letter of Credit Collateral Account as defined in, and in accordance with the terms of, Section 2.3(m) and applied (Ax) first, to reimburse the Issuing Bank Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations Obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b)9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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) (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) hereof); SIXTH. EIGHTH, to all other Obligations hereunder arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; NINTH, to all other Obligations which shall have become due and SEVENTHpayable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and TENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTH” and “SIXTHEIGHTH” 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 “FIFTHSEVENTH” 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 as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuing Bank 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 “FOURTHSEVENTH,” “EIGHTH”, “FIFTH” and “SIXTHNINTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations Collateral shall, upon written notice to the Borrower by the Administrative Agent (in its discretion or other amounts owing under at the Credit Documents direction of the Required Lenders) that the application thereof shall be made in connection therewith) shall accordance with this Section 2.12(b), be paid over or delivered applied as follows: 48 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 Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Secured Obligations owing to such BankLender; FOURTH, to the payment of (1) all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in (2) with respect of the Obligationsto any Secured Hedging Agreement, all fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of (1) the outstanding principal amount of the Credit Party Obligations hereunder (including and the payment or cash collateralization of the outstanding LOC Obligations)Obligations and (2) with respect to any Secured Hedging Agreement, all breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of (1) all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and (2) with respect to any Secured Hedging Agreement, all other obligations under such Secured Hedging Agreement, in each case to the extent not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders and Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand 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 “49 "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 Bank 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(b2.12(b). Notwithstanding the foregoing terms of this Section 2.12(b), 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent 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 Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Hedge Liabilities, Cash Management Liabilities and the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRD”, “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 (iiiiv) 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 Bank 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 “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b)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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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(b2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Revolving Loans and LOC 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 applicable Issuing Bank 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 to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on or in respect account of the Obligations (or other amounts owing outstanding under any of 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 the reasonable attorneys’ feesfees and expenses of legal counsel) of the Administrative Agent Agent, the L/C Issuer or any of the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent, the L/C Issuer and the Lenders under the Credit Documents made with respect theretoagainst the Borrower, ratably among them in proportion to the amounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuer or any Lender by the Borrower, 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 of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing Lenders and the L/C Issuer hereunder by the Borrower, ratably among them in proportion to such Bankthe amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Loans and L/C Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)Borrower, ratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for 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 Borrower Obligations hereunder and other obligations of the Borrower which shall have become due and payable under the Credit Documents otherwise 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 the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior Amounts used to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to Cash Collateralize the aggregate undrawn amount of the Obligations then outstanding) Letters 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 Credit 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 Bank for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations Borrower Obligations of the types described in clauses “FOURTH”Borrower, “FIFTH” and “SIXTH” above if any, in the manner provided in this Section 3.15(b)order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by Agent with respect theretoto the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest, including fees, premiums and scheduled periodic payments, and any 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; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of any outstanding Letters of Credit), to breakage, termination or other payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the outstanding LOC Obligations)extent such Lender-Provided Interest Rate hedge is permitted by Section 7.8, and to amounts due under any Cash Management Products; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) 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 Issuing Bank 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).account

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (Loans or any other amounts owing outstanding under any of the Credit Documents in connection therewith) shall be paid over or delivered on a pro rata basis, among the Lenders hereunder, for distribution as follows: FIRST, to the payment of all reasonable reasonable, documented, out-of-pocket costs and expenses (including without limitation reasonable external attorneys’ fees) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent, the Issuing Lender, and/or Swingline Lender pursuant to the terms of the Credit Documents; THIRD, to the payment of all reasonable reasonable, documented, out-of-pocket costs and expenses (including without limitation, reasonable external attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all Credit Party Obligations consisting of accrued interest and fees on or in respect of the ObligationsLoans, and including with respect to any Hedging Agreement between the Borrower and any Lender, or any Affiliate of a Lender, any fees, premiums, and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including and the payment or cash collateralization collateral of the outstanding LOC Obligations), and including with respect to any Hedging Agreement between the Borrower and any Lender, or any Affiliate of a Lender, any breakage, termination, or other payments due under such Hedging Agreements and any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which that shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstanding) outstanding Loans of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, ” and “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 Bank 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 provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC ObligationsObligations and payment 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)); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or [Innovex] 3rd A&R Credit Agreement 123 Hedge Liabilities), or in respect of the Obligations (Collateral may, at Agent’s discretion, be paid over or other amounts owing under the Credit Documents in connection therewith) shall 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 Agent payable under this Agreement and the Administrative Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b); SIXTH. EIGHTH, to all other Obligations hereunder arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and [Innovex] 3rd A&R Credit Agreement 124 Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH” and “SIXTHTENTH” 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 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 “FIFTHSEVENTH” 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 as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) and applied (A) first, to reimburse the Issuing Bank 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 “FOURTHSEVENTH,” “EIGHTH”, “FIFTH” NINTH”, and “SIXTHTENTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in respect of the ObligationsSwingline 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 Credit Party Obligations hereunder in respect of Swingline Loans; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTHEIGHTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTHFIFTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” 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 Bank 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 to or the contrarySupplemental 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 Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks 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 theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative 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 Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to and the Obligations owing to such BankSupplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and fees on or in respect of (ii) the ObligationsSupplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the Loans and Term Loans, and to any principal amounts outstanding LOC Obligations)under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise 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 the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (iib) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding 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 (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 Bank 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 to the contraryAgreement, 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Agents or any of the Lenders in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Agents or any of the Lenders with respect theretoto 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, the Administrative AgentIssuing Lender or any Lender, pro rata as set 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 Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing to such BankLenders hereunder, pro rata as set forth below; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Loans and unreimbursed drawings under Letters of Credit, and to the payment or cash collateralization of the outstanding LOC Obligations), pro rata as set forth below; SIXTHFIFTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "FOURTH" 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (iib) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, and LOC Obligations held by such Banks Lender bears to the aggregate amount then outstanding Loans and LOC Obligations, or, in the case of clause "SIXTH" above, the Obligations proportion of then outstandingoutstanding obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Collateral Agent in a cash collateral account and applied (Ax) first, to reimburse the Issuing Bank Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “"FOURTH”, “" and "FIFTH” and “SIXTH” " above in the manner provided in this Section 3.15(b)9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Loan Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Loan Party Obligations (or any other amounts owing outstanding under any of the Credit Loan Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents made with respect theretoLoan Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Loan Documents or otherwise with respect to the Loan Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsLoan 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); FIFTH, to the payment of the outstanding principal amount of the Loan Party Obligations hereunder (including the payment including, without limitation, any breakage, termination or cash collateralization of the outstanding LOC Obligationsother payments due under a Hedging Agreement with a Hedging Agreement Provider); SIXTH, to all other Loan Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (or any other amounts owing outstanding under any of 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' fees or external counsel) of incurred by the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTHFOURTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHFIFTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "FOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Obligations) of amounts available to be applied pursuant to clauses “"THIRD”", “"FOURTH”, “" and "FIFTH” and “SIXTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "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 Bank 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” and “SIXTH” " above in the manner provided in this Section 3.15(b3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received on or in respect of the 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 Banks Lenders under the Credit Documents made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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).except

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in including with respect of the Obligationsto any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC ObligationsObligations and payment 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 any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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)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 to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 any of the Lenders in connection with enforcing the rights and remedies of the Banks Lenders under the Credit 84 90 Documents and any protective advances made by the Administrative Agent or any of the Lenders with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative 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 Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations Lenders hereunder and all other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “"FIRST” through “FIFTH” " and "SECOND" 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 Revolving LOC Obligations and Stand Alone 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (iib) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, Revolving LOC Obligations, Stand Alone LOC Obligations and obligations under Hedging Agreements held by such Banks Lender bears to the aggregate amount of the then outstanding Loans, Revolving LOC Obligations, Stand Alone LOC Obligations then outstandingand obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "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 (Ax) first, to reimburse the Issuing Bank Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “"FOURTH”, “," and "FIFTH” and “SIXTH” " above in the manner provided in this Section 3.15(b)9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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’ feesfees and expenses) of the Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made with respect theretoOther Documents; DB1/ 123142411.13 SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agentextent not included in clause FIRST above; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued interest fees and fees on or in respect of the Obligationsinterest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)and any Prepayment Premium; SIXTH, to all other Obligations hereunder and other obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH” and “SIXTHSEVENTH” 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on or in respect account of the Revolving Obligations (or any other amounts owing outstanding under any of 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' fees actually incurred) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees' fees actually incurred) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Revolving Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Revolving Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Revolving Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Revolving 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 Bank 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 “FOURTH”, “"FIFTH” " and “"SIXTH” " above in the manner provided in this Section 3.15(b3.14(c).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance existence of an Event of Default, all amounts collected or received on or in respect of the Total Obligations (or other amounts owing under including proceeds of the Credit Documents in connection therewithCollateral) 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 reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Collateral Agent actually incurred in connection with enforcing its the rights and remedies of the Agents and the Lenders under the Credit Documents or otherwise (including without limitation, exercising rights and remedies in respect of the Collateral) and any protective advances (including any Discretionary Over-Advances) made with respect thereto, excluding any of the foregoing 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 the Obligations owing Collateral Agent, the Revolving Agent, the Term Agent, and the Lenders (in such order) under the Credit Documents and not paid pursuant to such Bankclause "FIRST" preceding, excluding any of the foregoing solely relating to Bank Products; THIRD, to the payment of all accrued interest and fees on or in respect of the Revolving Obligations; FOURTH, to the payment of all accrued interest and fees on or in respect of the Term Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Obligations hereunder (including the payment or cash collateralization of the outstanding LOC 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 otherwise and not repaid pursuant to clauses “"FIRST” " through “"THIRD", "FIFTH” above", and "SIXTH" preceding; 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 the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate principal amount of the Obligations then outstanding) 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 Bank 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).Term Obligations;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on or in respect account of the Obligations (or other amounts owing outstanding under any of 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 the reasonable attorneys’ feesfees and expenses of legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent and the Lenders under the Credit Documents made with respect theretoagainst the Borrower, ratably among them in proportion to the amounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent, or any Lender by the Borrower, 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 of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing Lenders hereunder by the Borrower, ratably among them in proportion to such Bankthe amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Loans, ratably among them in proportion to the payment or cash collateralization of the outstanding LOC Obligations)amounts described in this clause “FOURTH” payable to them; SIXTHFIFTH, to all other Borrower Obligations hereunder and other obligations of the Borrower which shall have become due and payable under the Credit Documents otherwise 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” abovepayable to them; and SEVENTHSIXTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whomever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest arising under or pursuant to this Agreement or the Other Documents; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder constituting Advances (including the payment or cash collateralization of the outstanding LOC Dollar Equivalent amount of Letters of Credit) and the payment of Priority Lender Hedging Obligations); SIXTH, to all other Obligations hereunder (including the payment of Second Priority Lender Hedging Obligations) and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Administrative Agent or any Lender on or in respect account of the Obligations (or any other amounts owing outstanding under any of 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' fees actually incurred) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees' fees actually incurred) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Guaranteed Obligations (or any other amounts owing outstanding under any of the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments, 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; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender, 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 on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Obligations (Collateral may, at Agent’s discretion, be paid over or other amounts owing under the Credit Documents in connection therewith) shall 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 Agent payable under this Agreement and the Administrative Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b); SIXTH. EIGHTH, to all other Obligations hereunder arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH” and “SIXTHTENTH” 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 “FIFTHSEVENTH” 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 as cash collateral account for the Letters of Credit pursuant to Section3.2(b) and applied (A) first, to reimburse the Issuing Bank 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 “FOURTHSEVENTH,” “EIGHTH”, “FIFTH” NINTH”, and “SIXTHTENTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) hereof); SIXTH. EIGHTH, to all other Obligations hereunder arising under this Agreement (including Cash Management Liabilities and other obligations 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 otherwise or otherwise) and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SEVENTH" 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”"SIXTH", “FOURTH”"SEVENTH", “FIFTH” "EIGHTH" and “SIXTH” "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 “FIFTH” "SEVENTH" 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 as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuing Bank 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 “FOURTH”"SEVENTH," "EIGHTH", “FIFTH” and “SIXTH” "NINTH" above in the manner provided in this Section 3.15(b)11.5. XII.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall 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 Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest with respect to Advances (including 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 outstanding LOC Obligations)payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest with respect to the FILO Advances; SIXTHNINTH, 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 hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHTENTH” above; TWELFTH, to all Obligations owing to any Defaulting Lender; and SEVENTHTHIRTEENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH”, “NINTH”, “TENTH” and “SIXTHELEVENTH”; 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTHSEVENTH” 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 Bank 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 “FOURTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations) and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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(b2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities (including JPM European Treasury Management Obligations) or Hedge Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies the Other Documents arising from, related to or connected with the US-Canada Advances and any protective advances made by Agent under or pursuant to the terms of the Banks under the Credit Documents made this Agreement (other than with respect theretoto those arising from or connected with any Cash Management Liabilities and/or Hedge Liabilities); SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsUS-Canada Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of US-Canada Swing Loans; 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 the any outstanding LOC 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; SIXTHNINTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” aboveEIGHTH”; and SEVENTHTENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks each of Lenders shall receive amounts ratably in accordance with their respective (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 Obligations US-Canada Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding US-Canada Advances) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTH” and “SIXTHNINTH” 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTHSEVENTH” above are attributable to the issued but undrawn amount of outstanding US-Canada Letters of Credit, such amounts shall be held by the Administrative Agent in a as cash collateral account for the US-Canada Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuing Bank Issuer from time to time for any drawings under such US-Canada Letters of Credit Credit, and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, SEVENTH,” “FIFTHEIGHTH” and “SIXTHNINTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 applicable Issuing Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders (excluding the Tranche C Lender in its capacity as such) under the Credit Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed payable to the Administrative AgentAgent then due and owing; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders (excluding the Tranche C Lender in its capacity as such) in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Credit Party Obligations (excluding the Tranche C Obligations) consisting of accrued fees and interest then due and owing; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations), but excluding the Tranche C Obligations) then due and owing; SIXTH, to all other Credit Party Obligations hereunder (other than the 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 “"FIFTH” " above; SEVENTH, to the payment of all reasonable out-of-pocket costs and expenses (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 SEVENTHELEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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); 121 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) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof). EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the outstanding LOC Obligations); SIXTHextent not provided for above. NINTH, to all other Obligations hereunder and other obligations arising under this Agreement which shall have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHEIGHTH” above; TENTH, to all other Obligations which shall have become due and SEVENTHpayable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities and Hedge Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH”, “NINTH”, “TENTH” and AND “SIXTHELEVENTH” 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 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 “FIFTHSEVENTH” 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 as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuing Bank 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 “FOURTH”, SEVENTH,” “FIFTHEIGHTH” and “SIXTHNINTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents Documents, and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents, and to reimburse the Lenders for any costs and expenses of the Agent for which the Lenders have indemnified the Agent pursuant to Section 10.5; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received on or in respect of the 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’ fees' fees and expenses and the allocated cost of internal counsel) of the Administrative 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 Banks under the Credit Documents collateral and all protective advances made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ fees' fees 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 Banks Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)) and to the payment of any principal amounts outstanding under Hedging Agreements permitted hereunder; SIXTHSEVENTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks Lenders bears to the aggregate amount of the Obligations then outstanding) of amounts available to be applied pursuant to clauses “THIRD”"FOURTH", “FOURTH”"FIFTH" and "SEVENTH" above; (iii) except as otherwise provided, “FIFTH” 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "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 Bank 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”, “"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 to the contrary, 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 the Administrative Agent on or in respect account of the Obligations (or other amounts owing under the Senior Credit Documents in connection therewith) 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 proportion to the rights and remedies of the Banks under the Credit Documents made with respect theretoamounts described in this clause FIRST payable to them; 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 Lenders holding the Tranche B Term Loans and Revolving Commitments and/or Revolving Loans, Letters of Credit, Swingline Loans and Participation Interests in outstanding Swingline Loans and Letters of Credit (to the Administrative Agentextent 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 Banks hereunder 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 connection with enforcing its rights under the outstanding Swingline Loans and Letters of Credit Documents or otherwise with respect (to the extent such Participation Interests have been funded), ratably to the Lenders holding such Senior Credit Obligations owing in proportion to such Bank; FOURTH, the respective amounts described in this clause THIRD payable to them; (i) to the payment of all accrued interest and fees on or in respect that portion of the ObligationsSenior 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 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) to this clause FOURTH payable to them and (ii) to payment of that portion of the Senior Credit Obligations constituting amounts owing under or with respect to Secured Lender Hedging Agreements and Secured Cash Management Agreements ratably among the Lender 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 Obligations hereunder (including the payment or cash collateralization Letters of the outstanding LOC Obligations)Credit; SIXTH, to all other amounts owing with respect to the Senior Credit Obligations hereunder constituting the Tranche B Term Debt, Revolver Debt and other obligations 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 otherwise 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, to the payment of the surplusbalance, if anyany after all the Senior Credit Obligations have indefeasibly been paid in full, to the BorrowersBorrower or as otherwise required by law. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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” FIFTH above are attributable attributed 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 pursuant to Section 2.02(k) and shall be applied (A) 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 remaining amount shall be applied to the other Senior Credit Obligations, 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 upon the occurrence of any Event of Default shall be applied, first, to reimburse pay Loans of such Class and, second, after all the Issuing Bank for any drawings under Loans of such Letters of Credit and (B) then, following the expiration of all Letters of CreditClass have been paid in full, to all the other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above Senior Credit Obligations in the manner provided in this Section 3.15(b3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Revolving Loans and LOC 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 Bank 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 provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in including with respect of the Obligationsto any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC ObligationsObligations and payment 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 any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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).and

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit 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); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders and/or Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations payable under all Hedging Agreements with a Hedging Agreement Provider) 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 Bank 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 any Other Document to the contrary, subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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’ feesfees and expenses) of the Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made with respect theretoOther Documents; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agentextent not included in clause FIRST above; THIRD, ratably, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) and indemnities of each of the Banks hereunder in connection with enforcing its rights under Delayed Draw Term Loan Lenders and the Credit Documents or otherwise with respect to the Obligations owing to such BankInitialSenior Term Loan Lenders; FOURTH, ratably, to the payment of all Obligations with respect to the Delayed DrawSenior Term Loans arising under this Agreement and the Other Documents consisting of accrued fees and interest and fees on or in with respect of to the ObligationsDelayed DrawSenior Term Loans; FIFTH, ratably, to the payment of the outstanding principal amount of the Obligations hereunder (including with respect to the payment or cash collateralization of the outstanding LOC Obligations)Delayed DrawSenior Term Loans and any MOIC Amount; SIXTH, ratably, to all other Obligations hereunder and other obligations with respect to the Delayed DrawSenior Term Loans arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; SEVENTH, to the payment of all Obligations with respect to the Initial Term Loan arising under this Agreement and SEVENTHthe Other Documents consisting of accrued fees and interest with respect to the Initial Term Loan; TENTH, to the payment of all reasonable and documented 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; ELEVENTHEIGHTH, 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; TWELFTHNINTH, to the payment of the outstanding principal amount of the Obligations on account of or related to the Fourth Amendment Loan; THIRTEENTHTENTH, 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 “TENTHSEVENTH” through “TWELFTHNINTH” above; FOURTEENTHELEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Delayed Draw Term Loan Lenders and the InitialSenior Term Loan Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Delayed DrawSenior Term Loans and the Initial Term Loan held by such Banks Lender bears to the aggregate amount then outstanding Delayed DrawSenior Term Loans and Initial Term Loan of all Senior Term Loan Lenders) of amounts available to be applied pursuant to clause “THIRD” above, (iii) each of the Obligations Delayed DrawSenior Term Loan Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstandingoutstanding Delayed DrawSenior Term Loans held by such Senior Term Loan Lender bears to the aggregate then outstanding Delayed DrawSenior Term Loans of all Delayed DrawSenior Term Loan Lenders) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; , and (iiiii ) each of the Initial Term LoanFourth Amendment Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Initial TermFourth Amendment Loan held by such Fourth Amendment Lender bears to the aggregate then outstanding the Initial Term LoanFourth Amendment Loans of all Initial Term LoanFourth Amendment Lenders) of amounts available to be applied pursuant to clauses “SEVENTH”, “EIGHTH”, and “NINTH” above and (iii) each of the Fourth Amendment Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Fourth Amendment Loan held by such Fourth Amendment Lender bears to the extent that any aggregate then outstanding Fourth Amendment Loans of all Fourth Amendment Lenders) of amounts available for distribution to be applied 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 Bank 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 “FOURTHTENTH”, “FIFTHELEVENTH”, “TWELFTH” and “SIXTHTHIRTEENTH“TENTH” above in the manner provided in this Section 3.15(b)above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall 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 Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 (including 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 outstanding LOC Obligations); SIXTHextent not provided for above. NINTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHEIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and SEVENTHELEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) of amounts available to be applied pursuant to clauses “THIRDSIXTH”, “FOURTHSEVENTH”, “FIFTHEIGHTH” and “SIXTHNINTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTHSEVENTH” 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 Bank 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 “FOURTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative 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 (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)Lender; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Agents in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters 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 hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) 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 Bank 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 “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent in connection with the exercise of remedies by it hereunder on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under exercise of remedies by it hereunder with respect to the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any Agent Advances made by Agent with respect theretoto the Collateral under or pursuant to the terms of this 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 the Administrative AgentAgent (in its capacity as such) until paid in full; THIRD, to the ratable payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the ratable payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the ratable payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)Loans until paid in full; SIXTH, to the ratable payment of all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” aboveabove until paid in full; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus (including pursuant to any applicable Intercreditor Agreement). In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears an amount equal to the aggregate amount of the Obligations then outstanding) its Pro Rata Share of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” through and including “SIXTH” above; . For the purposes of this Section 10.5 other than clause SEVENTH, “paid in full” means payment in cash of all amounts owing under this Agreement and the Other Documents (iiiother 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 amounts available other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for distribution pursuant to the purposes of 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 Bank 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 “FOURTHSEVENTH”, “FIFTHpaid 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 “SIXTH” above 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 the manner provided whole or in this Section 3.15(b)part in any Insolvency Proceeding.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of including, without limitation, the outstanding LOC Obligationsprincipal 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)); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate an amount of the Obligations then outstanding) 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 Bank 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).equal to

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (or any other amounts owing outstanding under any of the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents made with respect theretoDocuments, 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; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankLender, 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 on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on including with respect to any Hedging Agreement between any Credit Party and any Lender, or in respect any Affiliate of a Lender, to the Obligationsextent such Hedging Agreement is permitted by Section 6.1(e), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Credit Party Obligations, the payment or cash collateralization of the outstanding LOC ObligationsObligations 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(e), any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (or other amounts owing outstanding under any of the Credit Documents in connection therewith) 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 Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents made with respect theretoDocuments, ratably among them in proportion to the amounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuers or any Lender, 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 of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing Lenders, and the L/C Issuers hereunder, ratably among them in proportion to such Bankthe amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Revolving Loans and L/C Obligations, ratably among them in proportion to the payment or cash collateralization amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the outstanding LOC Obligations)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 Borrower Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise 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. Amounts used to Cash Collateralize the Borrowers. In carrying out the foregoing, (i) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clauses “FOURTH”Borrower Obligations, “FIFTH” and “SIXTH” above if any, in the manner provided in this Section 3.15(b)order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrower's Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsBorrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Borrower's Obligations); SIXTH, to all other Borrower's Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders payable pursuant to the terms of the Credit Documents in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest including with respect to any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including and the payment or cash collateralization of the outstanding LOC ObligationsObligations (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 the extent such Hedging Agreement is permitted by Section 6.1(e)); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall whoever may be applied in the numerical order provided until exhausted prior lawfully entitled to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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)surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Secured Hedging Agreement); FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (Credit Party Obligations, and including the payment with respect to any Secured Hedging Agreement, any breakage, termination or cash collateralization of the outstanding LOC Obligations)other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders and Hedging Agreement Providers shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand 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 Bank 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(b2.12(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 After the exercise of this Credit Agreement to the contrary, remedies provided for in Section 9.2 (or after the occurrence Loans have automatically become immediately due and during payable and the continuance of an Event of DefaultLOC Obligations have automatically been required to be cash collateralized as set forth in Section 9.2), all any amounts collected or received on or in respect account of the 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 Banks under the Credit Documents made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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) firstthe following order: First, to reimburse payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Section 3) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the Issuing Bank for Lender (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and unreimbursed drawings under Letters of Credit and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.1, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the Issuing Lender in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed drawings under Letters of Credit, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.1, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) cash collateralize that portion of LOC Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the Issuing Lender in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clauses “FOURTH”Obligations, “FIFTH” and “SIXTH” above if any, in the manner provided in this Section 3.15(b)order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent in connection with enforcing the rights of Lender under this Agreement and remedies of the Banks under Other Documents and any protective advances made by the Credit Documents made Agent with respect theretoto the Collateral under or pursuant to the terms of this Document; SECONDFOURTH, to the payment of any fees owed to the Administrative Agent; THIRDFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lender in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender; FOURTHSIXTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTHSEVENTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHEIGHTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTH;. NINTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 “FIFTHSEVENTH” 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 Bank 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 types described in clauses “FOURTH”, “FIFTHSEVENTH” and “SIXTHEIGHTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Administrative Agent or Collateral Agent on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Lenders under this Agreement and remedies of the Banks under the Credit Documents made with respect theretoother Loan Documents; SECOND, to payment of any fees owed to the 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 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 (b) upon and following the occurrence of a Collateral Event, FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitationreasonable attorneys’ fees) of Administrative Agent and Collateral Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the 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 Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations consisting of accrued interest and fees on or in the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect of to the ObligationsLoans, if any; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations)Loans; SIXTH, to all other Obligations hereunder arising under this Agreement (including any Foreign Currency Hedge Liabilities and other obligations Interest Rate Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit other Loan Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSIXTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and , (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations applicable Loans held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding applicable Loans) of amounts available to be applied applied, prior to the occurrence of a Collateral Event, 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 Bank 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”, “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, Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities held by such Lender bears to the aggregate then outstanding Loans, Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities) of amounts available to be applied, prior to the occurrence of a Collateral Event, pursuant to clause “EIGHTH” of paragraph (a) above and, on and following the occurrence of a Collateral Event, pursuant to clause “SIXTH” of paragraph (b) above in and (iii) notwithstanding anything to the manner provided contrary in this Section 3.15(b)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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Lender on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) shall Collateral 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 Administrative Agent Lender in connection with enforcing its rights and the rights and remedies of the Banks Lender under this Agreement and the Credit Other Documents and any protective advances made by the Lender with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Administrative AgentLender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lender to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks Lender shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Advances held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances) 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 Lender in a cash collateral account and applied (A) first, to reimburse the Issuing Bank 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 “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b)11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lenders under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in including with respect of the Obligationsto any Hedging Agreement between any Credit Party and any Hedging Agreement Provider, any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including including, without limitation, the payment or cash collateralization of the outstanding LOC ObligationsObligations and payment 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 any interest accrued thereon; SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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)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 to the contrary, 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 on or in respect of the 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 Banks under the Credit Documents made with respect thereto; SECOND, to payment of any fees owed to the Administrative AgentAgent in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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 to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Loans and LOC 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 Bank 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(b2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities), or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Agent in connection with enforcing its capacity as such, the rights Issuer in its capacity as such and remedies PNC in its capacity as a lender of Swing Loans, ratably among the Banks under Agent, the Credit Documents made with respect theretoIssuer 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 any fees owed that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Administrative AgentLenders 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; 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 Banks hereunder Obligations constituting accrued and unpaid interest on the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing respective amounts described in this clause Third payable to such Bankthem; FOURTH, to the payment of all accrued interest and fees on or in respect that portion of the Obligations constituting unpaid principal of the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Issuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH, to the payment of the outstanding principal amount that portion of the Obligations hereunder (including constituting accrued and unpaid interest on the payment or cash collateralization of Term Loan, among the outstanding LOC Obligations)applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to all other the payment of that portion of the Obligations hereunder and other obligations which shall have become due and constituting unpaid principal of the Term Loan, among the applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Sixth payable under the Credit Documents otherwise 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 Fifth held by them; and LAST, the balance, if any, to the BorrowersLoan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” abovethis Section 11.5; 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 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 possible appropriate adjustments shall be held by made with respect to payments and/or the Administrative Agent in a cash collateral account and applied (A) first, proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to reimburse such Swap Obligations to preserve the Issuing Bank for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, allocation to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” Obligations otherwise set forth above in the manner provided in this Section 3.15(b)11.5. 20. Clause (b) of Section 16.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary 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 Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent and Term B Agent in connection with enforcing the rights and remedies of the Banks Lenders under this Agreement and the Credit Other Documents and any protective advances made by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement until paid in full; SECOND, to payment of any fees owed to the Administrative AgentAgent until paid in full; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankLender until paid in full; FOURTH, to the payment of all Swingline Advances (including, without limitation, accrued interest fees and fees on or interest) until paid in respect of the Obligationsfull; FIFTH, to the payment of all accrued fees and interest on Advances (other than with respect to the Swingline Advances and the Term B Loans) until paid in full; SIXTH, to the payment of the outstanding principal amount of the Obligations hereunder (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 Swap Contracts, pro rata according to the applicable Lenders’ Commitment Percentages, until 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); SEVENTH, to the payment of the outstanding LOC Obligations)principal amount of the Permitted Swap Obligations consisting of liabilities under Swap Contracts up to the amount of the Swap Reserve; SIXTHEIGHTH, 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 hereunder and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHTENTH” above; and SEVENTHTWELFTH, to the payment of the surplus, if any, to Borrowing Agent on behalf of the Borrowersapplicable Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Revolving Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances (excluding Term B Loans) held by such Banks Lender bears to the aggregate amount of the Obligations then outstandingoutstanding Advances (excluding Term B Loans)) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTHFIFTH”, “FIFTHSIXTH”, “SEVENTH”, “TENTH” and “SIXTHELEVENTH” 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 Term B Loans held by such Term B Lender bears to the aggregate then outstanding Term B Loans) of amounts available to be applied pursuant to clauses “EIGHTH” and “NINTH” above; and (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTHSIXTH” 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 Bank 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 “FOURTHSIXTH”, “FIFTHSEVENTH”, “EIGHTH”, “NINTH”, “TENTH” and “SIXTHELEVENTH” above in the manner provided in this Section 3.15(b11.5. 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 to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender from a Borrower or any of its Subsidiaries on or in respect account of the Obligations (or other amounts owing outstanding under any of 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 the reasonable attorneys’ feesfees and expenses of legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents made with respect theretoagainst such Borrower (and the Company if it guaranties the Borrower Obligations of such Borrower), ratably among them in proportion to the amounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuers or any Lender by such Borrower, 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 of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing Lenders and the L/C Issuers hereunder by such Borrower, ratably among them in proportion to such Bankthe amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Loans and L/C Obligations hereunder (including of such Borrower, ratably among them in proportion to the payment or cash collateralization amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the outstanding LOC Obligations)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 Borrower Obligations hereunder and other obligations of such Borrower which shall have become due and payable under the Credit Documents otherwise 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. Amounts used to Cash Collateralize the Borrowers. In carrying out the foregoing, (i) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations Borrower Obligations of the types described in clauses “FOURTH”such Borrower, “FIFTH” and “SIXTH” above if any, in the manner provided in this Section 3.15(b)order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, 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 in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent Agents in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Agents with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent or the Administrative AgentIssuing Lender; 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 Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such BankDocuments; FOURTH, to the payment of all accrued fees and interest and fees on or in respect of payable to the ObligationsLenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including Loans and unreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations)Obligations and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (iib) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations under Hedging Agreements held by such Banks Lender bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “"THIRD”", “"FOURTH”, “," "FIFTH” ," and “"SIXTH” " above; and (iiic) 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 Collateral Agent in a cash collateral account and applied (Ax) first, to reimburse the Issuing Bank Lender from time to time for any drawings under such Letters of Credit and (By) 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)9.3.

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) 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 and remedies of the Banks Lenders under the Credit Documents and any protective advances made by the Agent with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC ObligationsObligations but excluding Credit Party Obligations to the extent they consist of Obligations under Hedging Agreements); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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).the

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (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 the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or in respect of the Obligations (or other amounts owing under the Credit Documents in connection therewith) Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-out - of - pocket costs and expenses (including without limitation reasonable attorneys’ feesAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent and the Lenders under the Credit Documents and any protective advances made by the Administrative Agent or any of the Lenders with respect theretoto the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Section 3) owed to the Administrative Agent, the L/C Issuer or any Lender; 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 Banks hereunder in connection with enforcing its rights under Credit Party Obligations constituting accrued and unpaid interest on the Credit Documents or otherwise Loans and L/C Borrowings, and including with respect to any Secured Swap Contract, any fees, premiums and scheduled periodic payments due under such Secured Swap Contract, ratably among the Obligations owing Lenders (and any Affiliate of a Lender party to such Banka Secured Swap Contract) as set forth below; FOURTH, to the payment of all accrued interest and fees on or in respect that portion of the Obligations; FIFTH, to the payment Credit Party Obligations constituting unpaid principal of the outstanding principal amount of the Obligations hereunder (including the payment Loans, L/C Borrowings and any breakage, termination or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid payments pursuant to clauses “FIRST” through “FIFTH” aboveSecured Swap Contracts, and to Cash Collateralize the undrawn amounts of Letters of Credit, ratably among the Lenders (and any Affiliate of a Lender party to a Secured Swap Contract) as set forth below; and SEVENTHFIFTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders (and (iiAffiliates of Lenders party to Secured Swap Contracts) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, L/C Obligations and net payment obligations under Secured Swap Contracts held by such Banks Lender bears to the aggregate amount of the then outstanding Loans, L/C Obligations then outstandingand obligations under Secured Swap Contracts) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "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 as Cash Collateral and applied (Ai) first, to reimburse the Issuing Bank L/C Issuer or, to the extent participated to the Lenders, the Lenders from time to time for any drawings under such Letters of Credit and (Bii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “clause "FOURTH”, “FIFTH” and “SIXTH” " above in the manner provided in this Section 3.15(b)9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of DefaultApplication Event, all amounts collected or received by Agent on account of the Obligations, or in respect of the Obligations (Collateral may, at Agent's discretion, or other amounts owing under the Credit Documents in connection therewith) 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 Administrative Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and remedies of the Banks under the Credit Documents made Other Documents, and any Intentional Overadvances and Protective Advances funded by Agent with respect theretoto the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to Agent and to the Administrative Agentpayment of Currency Losses of Issuer; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable and documented attorneys’ ' fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect Lenders to the Obligations extent owing to such BankLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder consisting of Swing Loans; 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 LOC ObligationsLetters of Credit); SIXTH. EIGHTH, to all other Obligations hereunder and other obligations arising under this Agreement which shall have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “"FIRST” " through “FIFTH” above"SEVENTH" above 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 the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, each of the Banks Lenders shall receive amounts ratably in accordance with their respective (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 Obligations Advances, Cash Management Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) and Hedge Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) held by such Banks Lender bears to the aggregate amount of then outstanding Advances, Cash Management Liabilities (to the Obligations then outstandingextent a reserve has been established against the Gross Amount or the Formula Amount) and Hedge 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 “THIRD”"SIXTH", “FOURTH”"SEVENTH", “FIFTH” "EIGHTH" and “SIXTH” "NINTH" 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “FIFTH” "SEVENTH" above are attributable to the issued but undrawn amount of outstanding Letters of CreditCredit or Cash Management Liabilities or Hedge Liabilities not then due and payable, such amounts shall be held by the Administrative Agent in a as cash collateral account for such Obligations, until due and applied (A) first, to reimburse the Issuing Bank 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)payable.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, 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 the Administrative Agent or any Lender Party on or in respect account of the Credit Party Obligations (or any other amounts owing outstanding under any of 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 Banks Lender Parties under the Credit Documents made with respect theretoDocuments; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of each of the Banks hereunder Lender Parties in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to each such BankLender 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 due in connection with the Swingline Loans, (2) the 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 fees on or (6) the outstanding principal due in respect connection with the Bridge Loans (in inverse order of the Obligationsmaturity) 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 amount of the due in connection with all Credit Party Obligations hereunder until such amounts are paid in full (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to the Borrowerswhoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except each of the Lender Parties, as otherwise providedapplicable, the Banks shall receive amounts ratably in accordance with their respective an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations Revolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations, as applicable, held by such Banks Lender Party bears to the aggregate amount of the Obligations then outstandingoutstanding Revolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD”", “"FOURTH”", “"FIFTH” " and “"SIXTH” above" above (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 “FIFTH” "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 the Collateral Account and applied (A) first, to reimburse the Issuing Bank 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 accordance with Section 3.15(b)9.7.