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 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 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 Collateral Agent actually incurred in connection with the execution of its duties as Collateral Agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRDFOURTH, 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; 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); 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 Borrowers. In carrying out the foregoing, (i) amounts received shall Borrower and/or 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 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 Documents made Other Documents, and any Out-of-Formula Loans and Protective Advances funded 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 in its capacity as such under the Credit DocumentsAgent; 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 2.10(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 “FIFTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “SIXTH” above; and TENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SEVENTH”; 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 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” 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 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 “FOURTHFIFTH,” “SIXTH”, “FIFTH” SEVENTH”, 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Borrowers' 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 with respect thereto; SECOND, to payment of any fees owed to by the Administrative Agent in its capacity as such with respect to the Collateral under or pursuant to the Credit terms of the Security Documents; THIRDSECOND, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' and consultants' fees) of the Administrative Agent and each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrowers' Obligations owing to such BankLender; FOURTHTHIRD, to the payment of all accrued interest and fees on or in respect of the ObligationsBorrowers' Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement relates to Indebtedness outstanding under this Agreement and is permitted by Section 6.1(e), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTHFOURTH, to the payment of the outstanding principal amount of the Borrowers' Obligations hereunder (including and the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement relates to Indebtedness outstanding under this Agreement and is permitted by Section 6.1(e), any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTHFIFTH, to all other Borrowers' 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 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 Borrower 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”, “" and "FOURTH”, “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 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”, “" and "FIFTH” and “SIXTH” " above in the manner provided in this Section 3.15(b2.12(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to After the contrary, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with Section 9.2, all amounts collected or received on or in respect acceleration of the Obligations as provided for in Section 9.2(b) (or other after the Loans have automatically become immediately due and payable and the LOC Obligations have automatically been required to be Cash Collateralized as set forth in Section 9.2(c), any amounts owing under received on account of the Credit Documents in connection therewith) Obligations shall be paid over or delivered as followsapplied by the Administrative Agent in the following order: FIRST, to the payment of all reasonable out-of-pocket costs that portion of the Obligations constituting fees, indemnities, expenses and expenses other amounts (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 payable to the Administrative Agent in its capacity as such under the Credit Documentssuch; THIRDSECOND, to the payment of all reasonable out-of-pocket costs that portion of the Obligations constituting fees, indemnities and expenses other amounts (other than principal and interest) payable to the Lenders (including without limitation, reasonable attorneys’ ' fees) ratably among them in proportion to the amounts described in this clause Second payable to them; THIRD, to payment of each that portion of the Banks hereunder Obligations constituting accrued and unpaid interest on the Revolving Loans and LOC 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 of the Obligations; FIFTH, to the payment of the outstanding principal amount that portion of the Obligations hereunder (including the payment or cash collateralization constituting unpaid principal of the outstanding Revolving Loans, LOC Obligations); SIXTHObligations and to Cash Collateralize the undrawn amounts of Letters of Credit, to all other Obligations hereunder and other obligations which shall have become due and payable under ratably among the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, Lenders in proportion to the payment of respective amounts described in this clause Fourth held by them; LAST, the surplusbalance, if any, after all of the Obligations have been indefeasibly paid in full, to the BorrowersBorrower or as otherwise required by Law. In carrying out Subject to Section 2.2(c), amounts used to Cash Collateralize the foregoing, (i) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause Fourth 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”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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRDFOURTH, 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; 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); 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the 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: : 11.5.1 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights and remedies of the Banks Lenders under this Agreement and the Credit Loan Documents and any protective advances made by the Agent with respect thereto; to the Collateral under or pursuant to the terns of this Document; 11.5.2 SECOND, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documents; Agent; 11.5.3 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 Loan Documents or otherwise with respect to the Obligations owing to such Bank; Lender; 11.5.4 FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; Obligations consisting of accrued fees and interest; 11.5.5 FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the any outstanding LOC Obligations[L]etters of [C]redit); SIXTH; 11.5.6 ▇▇▇▇▇, to all other 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 ; 11.5.7 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 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 contraryAgreement, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, 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 the Collateral Agent in connection with enforcing the rights and remedies of the Banks Creditors under the Credit Documents Documents, including all reasonable expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all reasonable expenses, liabilities and advances incurred or made with by the Collateral Agent in connection therewith, and any other Obligations owing to the Collateral Agent in respect theretoof sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; SECOND, to the payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of (i) each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Banklender and (ii) each Derivatives Creditor in connection with enforcing any of its rights under the Derivatives Agreements or otherwise with respect to the Derivatives Obligations owing to such Derivatives Creditor, or, if the proceeds are insufficient to pay in full the amount of such costs and expenses, each Lender's and Derivatives Creditor's pro-rata share of the amount remaining to have been distributed; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses First through Fourth above, ------------- ------ to the payment of the outstanding principal Credit Obligations and Derivatives Obligations owing to any Creditor, pro rata, as set forth below, with (i) an amount equal to the Credit Obligations being paid to the Collateral Agent (in the case of Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Credit Obligations) for the account of the Obligations hereunder (including Lenders or any Agent, with the payment or cash collateralization Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Credit Obligations, or, if the proceeds are insufficient to pay in full all Credit Obligations, its pro-rata share of the amount remaining to be distributed, and (ii) an amount equal to the Derivatives Obligations being paid to the trustee, paying agent or other similar representative (each a "Representative") for the Derivatives Creditors, with each Derivatives -------------- Creditor receiving an amount equal to the outstanding LOC Derivatives Obligations owed to it by the Credit Parties or, if the proceeds are insufficient to pay in full all such Derivatives Obligations), its pro-rata share of the amount remaining to be distributed; SIXTH, to all other Obligations hereunder and other obligations which (the "Secondary Obligations"), --------------------- until all Secondary Obligations shall have become due and payable under been paid in full or, if the Credit Documents otherwise and not repaid pursuant proceeds are insufficient to clauses “FIRST” through “FIFTH” abovepay in full all Secondary Obligations, to each Creditor, in an amount equal to such Creditor's pro-rata share of the amount remaining to be distributed; 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 Creditors 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 Derivatives Obligations held by such Banks Creditor bears to the aggregate amount of the then outstanding Loans, LOC Obligations then outstandingand Derivatives Obligations) of 121 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 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).8.03. Notwithstanding the ----- ------------ foregoing provisions of this Section 8.03, (i) amounts on deposit in a ------------ Prepayment Account for any Class of Loans upon the occurrence of any such Event of Default shall be applied, first, to pay Loans of such Class and, second, ----- ------ after all the Loans of such Class have been paid in full, to the other Credit Obligations in the manner provided in this Section 8.03 and (ii) amounts on ------------ deposit in a cash collateral account pursuant to Section 2.02(l) upon the --------------- occurrence of any such Event of Default shall be applied, first, to reimburse ----- the Issuing Lender from time to time for any drawings under any Letters of Credit and, second, following the expiration of all Letters of Credit, to the ------ other Credit Obligations in the manner provided in this Section 8.03. ------------ ARTICLE IX AGENCY PROVISIONS

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the 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 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 in its capacity as such under or the Credit DocumentsIssuing 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, to the payment or cash collateralization of the outstanding LOC Obligations), and, in the case of any proceeds of Collateral, to the outstanding principal portion of any Hedging 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 “"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 or any other Loan Document to the contrary, and subject to all applicable Requirements of Law, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies provided for in accordance with Section 9.27.4 (or after the Term Loans have automatically become immediately due and payable and the Commitments have been automatically terminated as set forth in the proviso to Section 7.4), any amounts received on account of the Obligations (including all amounts collected or received by Administrative Agent on account of the Obligations or in respect of the Obligations Collateral) shall, subject to the provisions of Section 2.13, be applied by the Administrative Agent in the following order: (or other amounts owing under the Credit Documents in connection therewitha) 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 any other Loan Document, and any protective advances funded by Administrative Agent with respect thereto; to the Collateral under or pursuant to the terms of this Agreement or any other Loan Document; (b) SECOND, to payment of any fees owed to the Administrative Agent in its capacity as such under pursuant to the Credit Loan Documents; ; (c) 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 Bank; Lender pursuant to the terms of this Agreement or any other Loan Document; (d) FOURTH, to the payment of all Obligations arising under this Agreement or any other Loan Document consisting of accrued interest fees and fees on or in respect of the Obligations; interest; (e) FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment including, without limitation, Secured Hedge Obligations and Secured Cash Management Obligations) arising under this Agreement or cash collateralization of the outstanding LOC Obligations); any other Loan Document; (f) SIXTH, to all other Obligations hereunder and arising under this Agreement, the other obligations Loan 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 and (g) 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 each of the Lenders (so long as otherwise provided, the Banks it is not a Defaulting Lender) 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 held by such Banks bears to the aggregate amount of the Obligations then outstandingits Applicable Percentage) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; . Notwithstanding the foregoing, Secured Cash Management Obligations 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 Secured Hedge Obligations shall be held by excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable holders thereof. Each holder of Secured Cash Management Obligations or Secured Hedge Obligations that, in either case, is not a cash collateral account party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and applied (A) first, to reimburse accepted 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 appointment of the types described in clauses Administrative Agent pursuant to the terms of Article 9 for itself and its Affiliates as if a “FOURTH”, “FIFTHLender” and “SIXTH” above in the manner provided in this Section 3.15(b)party hereto.

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received on or in respect of the Total 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) of the Administrative Agent actually incurred in connection with enforcing the rights and remedies of the Banks Agent and the Lenders under the Credit Documents (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 10.5(a)) owed to the Administrative Agent 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 and not paid pursuant to clause "FIRST" preceding, excluding any of the Obligations owing foregoing solely relating to such BankBank Products; FOURTHTHIRD, 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); FIFTH, to the payment of all amounts due with respect to Bank Products; SIXTH, to all other Obligations 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" preceding; 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 in its capacity as such under the Credit DocumentsAgent; 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) 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 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 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 “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 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” NINTH”, and “SIXTHTENTH” above in the manner provided in this Section 3.15(b)11.5. Notwithstanding the foregoing, the assets of Sand Tiger shall only be applied to pay down Sand Tiger’s Obligations.

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 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 such under the Credit DocumentsAgent; 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 and fees on or in respect of the Obligations; FIFTH, payable 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; New Credit Agreement Lenders hereunder and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on Supplemental Credit Lenders under 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 Supplemental 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).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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 Agent in connection with enforcing the rights Obligations constituting fees, indemnities, expenses and remedies of the Banks under the Credit Documents made with respect thereto; SECONDother amounts, to payment of any fees owed including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Credit Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; 281925533 THIRD, to the payment of all reasonable out-of-pocket costs 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, the Delayed Draw Term Loan or any Incremental 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, the Delayed Draw Term Loan or any Incremental 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 Term Loan, the Delayed Draw Term Loan and each Incremental Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage, Delayed Draw Term Loan Commitment Percentage and any applicable Lenders pro rata share of any applicable Incremental Term Loan in proportion to the outstanding LOC Obligations)respective amounts described in this clause Fifth payable to them; SIXTH, to all other the payment of that portion of the Obligations hereunder constituting unpaid principal of the Term Loan, the Delayed Draw Term Loan and other obligations which shall have become due each Incremental Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage, Delayed Draw Term Loan Commitment Percentage and any applicable Lenders pro rata share of any applicable Incremental Term Loan in proportion to the respective amounts described in this clause Sixth payable under the Credit Documents 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 Seventh 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- 281925533 Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent 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.

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 of an Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Agent or any Lender on account of the Loans, LOC Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Obligations any collateral (or other amounts owing under the Credit Documents in connection therewithif any) 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 (if any) under or pursuant to the terms of the Pledge Agreements; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses 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 Revolving Loans or other obligations hereunder owing to such BankLender; THIRD, to payment of any fees owed to the Agent; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsLoans and other obligations hereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations Loans and other 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 in its capacity as such under the Credit DocumentsAgent; 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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’ feesfees on an hourly rate plus expenses basis) 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 in its capacity as such under the Credit DocumentsAgent; 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 and 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 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 “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”, “FIFTHEIGHTH” and “SIXTHNINTH” 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 of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Agent or any other Lender on account of the Credit 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' fees but excluding the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Banks Secured Parties 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 in its capacity as such under the Credit DocumentsAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees' fees but excluding the cost of internal counsel) of each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documentshereunder; THIRDFOURTH, 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; FOURTHFIFTH, 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 in its capacity as such under the Credit DocumentsAgent; 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 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)Borrower.

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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' fees and the allocated cost of internal counsel) of the Collateral Agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees and the allocated cost of internal counsel) 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees' fees 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; FIFTH47 SIXTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations); 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documentshereunder; THIRDFOURTH, 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; 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); 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”, “," "FIFTH” ," "SIXTH" and “SIXTH” "SEVENTH" above; 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 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 Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, 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) 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 in its capacity as such under the Credit DocumentsAgent; 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 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)) and all liabilities and obligations owing by the Borrower under any Hedging Agreements; 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 actually incurred and expenses but excluding the allocated cost of internal counsel) of the Administrative 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 in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ fees' fees actually incurred and expenses but excluding 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 actually incurred and expenses but excluding 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 obligations owing from any Credit Party to a Lender or an Affiliate of a Lender under Hedging Agreements relating to the Obligations to the extent permitted hereunder; SIXTHSEVENTH, to all other Obligations hereunder and other obligations which that 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” the Lenders and, with respect to Hedging Agreements, 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 such Hedging Agreements held by such Lender or such Affiliate bears to the aggregate amount of then outstanding Obligations and obligations under such Hedging Agreements held by all Lenders and Affiliates) of amounts available to be applied pursuant to clauses "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 Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, 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 and documented 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 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 in its capacity as such under the Credit DocumentsAgent; THIRD, to the payment of all reasonable and documented 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 in respect of Revolving Advances (including 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 in respect of Revolving Advances (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above and Letters of Credit pursuant to clause EIGHTH below) arising under this Agreement; EIGHTH, to the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; NINTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest in respect of FILO Advances; TENTH, to the payment of the outstanding LOC Obligations)principal amount of the Obligations arising under this Agreement in respect of FILO Advances; SIXTHELEVENTH, to all other Obligations hereunder and other obligations the payment of Cash Management 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 “FIFTHTENTH” above; TWELFTH, to the payment of Hedge Liabilities which shall have become due and SEVENTHpayable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “ELEVENTH” above; THIRTEENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “TWELFTH”; and FOURTEENTH, 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”, “FOURTHSIXTH”, “FIFTHSEVENTH”, “EIGHTH”, “NINTH”, “TENTH”, and “THIRTEENTH” above; and, with respect to clauses “ELEVENTH” and “SIXTHTWELFTH” 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 any 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) in the case of amounts available for distribution provided pursuant to clause “FIFTHEIGHTH” above are attributable to the issued but undrawn amount of outstanding Letters of Creditabove, 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 “FOURTHNINTH”, “FIFTH” TENTH”, “ELEVENTH”, “TWELFTH”, and “SIXTHTHIRTEENTH” 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by Agent on account of the Secured 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 outthat portion of the Secured Obligations constituting fees, indemnities, expenses, Out-of-pocket costs Formula Loans, Protective Advances and expenses (other amounts, 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, attorney fees payable to payment of any fees owed to the Administrative Agent in its capacity as such, Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among Agent, Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Lenders under this Agreement and the Credit Other Documents, including attorney fees, ratably among 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 Secured Obligations constituting accrued and unpaid interest on the Advances and Reimbursement Obligations, ratably among Lenders and Issuer 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 ObligationsSecured Obligations constituting (i) unpaid principal of the Advances, (ii) Reimbursement Obligations and obligations to cash collateralize Letters of Credit in accordance with Section 3.2(b) hereof, and (iii) obligations then owing (up to an aggregate amount not to exceed the Hedge/Bank Product Reserve) under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇, Non-Lender Commodity ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth payable to them; 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 Secured Obligations hereunder and other obligations which shall that have become due and payable (hereunder, under the Credit Other Documents otherwise or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHFOURTH” above; and SEVENTHLAST, to the payment of the surplusbalance, 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 each Secured Party (so long as otherwise provided, the Banks it is not a Defaulting 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, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Banks Secured Party bears to the aggregate amount of the Obligations then outstandingoutstanding Advances, 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.

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 Interim Order, the Final Order (once entered) and the terms of the ABL 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 in its capacity as such under the Credit DocumentsAgent; 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. (i) Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary and subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default and upon following the exercise of any remedies by the Agent or the Lenders as set forth in accordance with Section 9.2, 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 in its capacity as such under the Credit DocumentsAgent; 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 Hedging Agreements 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 Agent in connection with enforcing the rights Obligations constituting fees, indemnities, expenses and remedies of the Banks under the Credit Documents made with respect thereto; SECONDother amounts, to payment of any fees owed including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Credit 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 or the Delayed Draw 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; 222233776 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 or the Delayed Draw 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 and the outstanding LOC Obligations)Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw 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 constituting unpaid principal of the Term Loan and other obligations which shall have become due the Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw 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 Seventh 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary but subject to any other written agreements among the Administrative Agent and/or Lenders, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by Administrative 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 Administrative Agent’s discretion or, shall at the Credit Documents in connection therewith) shall direction of Required Lenders, be paid over or delivered as follows: FIRST, ratably 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 funded by Administrative Agent and any Protective Advances funded by Administrative Agent with respect theretoto the Collateral or otherwise under or pursuant to the terms of this Agreement; SECOND, ratably to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRD, ratably 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 (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; 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, ratably to the payment of the surplus, if any, to the Borrowers. In carrying out the foregoing, all Obligations consisting of accrued fees and interest (i) amounts received shall be applied other than interest 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 respect 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 Swing Loans paid 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(bFOURTH 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received on or in respect of the Obligations Loans and obligations owing hereunder and under the other Credit Documents (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 collateral agent actually incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent actually incurred in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents and any protective advances made with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRDFOURTH, 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 actually incurred 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); SIXTHSEVENTH, to all other Obligations 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”, “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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 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 in its capacity as such under the Credit DocumentsAgent; 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 Loans or other Guaranteed Obligations hereunder owing to such BankLender; FOURTH, to the payment of all accrued interest (pro rata based on proportions of accrued unpaid interest on Loans) and fees on or in respect of the ObligationsLoans or other Guaranteed Obligations hereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Guaranteed Obligations); SIXTH, to all other Obligations hereunder Loans 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 in its capacity as such under the Credit DocumentsAgent; 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)Borrower.

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Administrative Agent or any Lender on or in respect account of the Obligations (Loan or the Revolving Loans or any other amounts owing outstanding under any of the Credit Documents in connection therewith) or the Revolving Credit Documents shall be paid over or delivered on a pro rata basis, between the Lenders hereunder and the Revolving Lenders (such pro rata allocation to be accomplished by commercially reasonable means including, without limitation, the purchase of participations by the Lenders of the Revolving Loans as may be necessary), for distribution as follows: FIRST, to the payment of all reasonable reasonable, documented out-of-pocket costs and expenses (including without limitation reasonable attorneys’ ' fees) of (i) the Administrative Agent in connection with enforcing the rights and remedies of the Banks Lenders under the Credit Documents made Documents, and (ii) the Revolving Administrative Agent in connection with respect theretoenforcing the rights of the Revolving Lenders under the Revolving Credit Documents; SECOND, to payment of any fees owed to (i) the Administrative Agent in its capacity as such under pursuant to the terms of the Credit Documents and (ii) the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Documents; THIRD, to the payment of all reasonable reasonable, documented, out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of (i) each of the Banks hereunder Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations Loan owing to such BankLender and (ii) each of the Revolving Lenders in connection with enforcing its rights under the Revolving Credit Documents with respect to the Revolving Loans owing to such Revolving Lender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsLoan and the Revolving Loans, and including with respect to any Hedging Agreement between the Borrower and any Lender or Revolving Lender, or any Affiliate of a Lender or a Revolving 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 Obligations hereunder (Borrower's obligations under the Credit Documents and the Revolving Credit Documents, and including with respect to any Hedging Agreement between the payment Borrower and any Lender or cash collateralization Revolving Lender, or any Affiliate of the outstanding LOC Obligations)a Lender or Revolving Lender, any breakage, termination, or other payments due under such Hedging Agreements and any interest accrued thereon; SIXTH, to all other Obligations hereunder and other obligations which that shall have become due and payable under the Credit Documents or the Revolving 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 Loan 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”, “" and "FIFTH” and “SIXTH” " above; and (iii) each of the Revolving Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans held by such Revolving Lender bears to the extent that any aggregate the outstanding Revolving Loans) of amounts available for distribution to be applied pursuant to clause “clauses "FOURTH" and "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)" 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 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 Agents in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect thereto, in each case ratably among the Agents in proportion to the respective amounts in this clause “FIRST” held by them; SECOND, to payment of any fees owed to the Administrative any Agent in its capacity as such under the Credit Documents, in each case ratably among the Agents in proportion to the respective amounts in this clause “SECOND” held by 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 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), all Obligations under any Secured Swap Contract, all Obligations under any Secured Treasury Management Agreement, and all Bilateral Letter of Credit Obligations, in each case ratably among the respective parties in proportion to the respective amounts described in this clause “FIFTH” held by them; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to the BorrowersBorrower Representative. 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 (and Affiliates thereof) 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 (and Affiliates thereof) 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 applicable 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). Excluded Swap Obligations with respect to any Credit Party shall not be paid with amounts received from such Credit Party or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Contracts and Bilateral Letter of Credit Obligations shall be excluded from the application described above if the Collateral Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Collateral Agent may request, from the applicable Treasury Management Bank, Swap Bank or Bilateral Letter of Credit Bank, as the case may be. Each Treasury Management Bank, Swap Bank or Bilateral Letter of Credit Bank not a party to this Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Collateral Agent pursuant to, and be bound by, the terms of Section 10, for itself and its Affiliates as if a “Bank” party hereto.

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 and upon After the exercise of remedies provided for in accordance with Section 9.27.2 (or after the Loans have become due and payable and the obligation of the Borrower to Cash Collateralize the Letter of Credit Exposure has automatically become effective as set forth in the proviso to Section 7.2), all any amounts collected or received on or in respect account of the Secured 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 applied by the Administrative Agent in connection with enforcing the rights and remedies of the Banks under the Credit Documents made with respect thereto; SECONDfollowing order: First, to payment of any fees owed 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 Article III) payable to the Administrative Agent in its capacity as such such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Banks) arising under the Credit DocumentsLoan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; THIRDThird, 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 Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, LC Disbursements and other Obligations arising under the Credit Documents or otherwise with respect Loan Documents, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and LC Disbursements and Secured Obligations that are Bank Product Obligations owing to such Bank; FOURTHa Lender and Secured Obligations that are obligations and liabilities of the Companies owing to a Hedge Bank under Hedge Agreements, ratably among Secured Parties in proportion to the payment of all accrued interest and fees on or respective amounts described 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 this clause Fourth 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).them;

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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’ feesfees 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 in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ feesfees and expenses and the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies of the Lenders under the Credit Documents and any protective advances made with respect thereto; THIRD, to payment of any fees owed to the Administrative Agent; FOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and the allocated cost of internal counsel) of each of the 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; 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Agent or any Bank 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 and/or the Trustee in connection with enforcing the rights and remedies of the Banks under the Credit Documents and any protective advances made by the Trustee 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 under or the Credit DocumentsTrustee; 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 Credit Party Obligations owing to such Bank; 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 (including all obligations arising under Hedging Agreements) 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, 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 each 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 contrary, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received on or in respect of the Obligations (or other amounts owing under the Credit Loan 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 Loan Documents and any protective advances made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documentshereunder; 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 Loan 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 ObligationsLetter of Credit Exposure); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Loan Documents 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 such other Persons as 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 “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).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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 and 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 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 in its capacity as such under the Credit DocumentsAgent; 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 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 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 “SIXTHNINTH” 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 Issuers 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 with respect thereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit DocumentsAgent; THIRDFOURTH, 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; 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); 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”, “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).amounts

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 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 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 out-of-pocket 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); , but excluding amounts falling under clause "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)." below;

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received on or in respect of the Obligations (or other amounts owing under the Credit Loan 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 Agent, the LC Issuer or the Lenders in connection with enforcing the rights and remedies of the Banks Administrative Agent or the Lenders under the Credit Loan Documents and any protective advances made with respect theretothereto or otherwise with respect to the Obligations owing to the Lenders, the LC Issuer or the Administrative Agent; SECOND, to payment of any fees owed to the Lenders, the LC Issuer or the Administrative Agent in its capacity as such under the Credit Documentshereunder; 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 LC Obligations and Rate Management Obligations owed to Lender Counterparties being paid on a pari passu basis with the repayment of other Obligations); SIXTHFIFTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Loan Documents otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "FOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to the BorrowersUnit or such other Persons as 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 categorycategory to the Administrative Agent or in accordance with each Lender's Pro Rata Share, as applicable, (unless a Lender is a Defaulting Lender); 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” "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 LC Issuer 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 “"THIRD" and "FOURTH”, “FIFTH” and “SIXTH” " above in the manner provided in this Section 3.15(b)11.4. Excluded Swap Obligations with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets, but appropriate adjustments shall be made to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 11.4.

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Collateral 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 Collateral may, at the Credit Documents in connection therewith) shall Collateral Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all fees, 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 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 the Collateral Agent in connection with enforcing its rights and the rights of the Secured Parties under this Agreement and the Other Documents and any protective advances made by the Collateral Agent with respect to the Collateral under or pursuant to the terms of this Agreement; SECOND, to the payment of all fees, reasonable costs and expenses (including without limitation, reasonable attorneys' fees) of the Trustee in connection with enforcing its rights and the rights of the Secured Parties under this Agreement and the Other Documents and any protective advances made by the Trustee with respect to the Collateral under or pursuant to the terms of this Document; THIRD, to the payment of all reasonable costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Banks hereunder Secured Parties in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such BankSecured Party; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued 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 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 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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received on or in respect of the Obligations (or other amounts owing under the Credit Loan 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 Loan Documents and any protective advances made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as such under the Credit Documentshereunder; 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 Loan Documents or otherwise with respect to the Credit Obligations owing to such BankBanks; FOURTH, to the payment of all accrued interest and fees on or in respect of the Credit Obligations; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations hereunder (including the payment or cash collateralization of the outstanding LOC ObligationsLetter of Credit Exposure); SIXTH, to all other Credit Obligations hereunder and other obligations which shall have become due and payable under the Credit Loan Documents 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 such other Persons as 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 “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 of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTHFIFTH” above in the manner provided in this Section 3.15(b).9.4

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 and upon the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with Section 9.2the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Secured 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 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 such under the Credit DocumentsAgent; THIRD, to the payment of all reasonable out-of-pocket 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 Secured Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsSecured Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement and any Secured Cash Management Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and such Secured Cash Management Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Secured Obligations hereunder (including and the payment or cash collateralization of the outstanding LOC Obligations), and including with respect to any Secured Hedging Agreement and any Secured Cash Management Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and such Secured Cash Management Agreement and any interest accrued thereon; SIXTH, to all other Secured 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 Hedging Agreements (if any) permitted by Section 6.1(e) held by such Banks Lender (and its Affiliates in the case of Hedging Agreement obligations) bears to the aggregate amount then outstanding Loans, LOC Obligations and obligations outstanding under the Hedging 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 and any Secured Cash Management Agreement. CHAR1\1357697v6

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 and upon the exercise of remedies in accordance with Section 9.2Default, 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) 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 Agent in its capacity as such under the Credit DocumentsAgent's Fees then due and payable; 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 Obligations owing to such BankLender; FOURTH, to the payment of all accrued interest and fees 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 all LOC Obligations then reimbursable by the Borrower pursuant to Section 2.6(c), but excluding any LOC Obligations attributable to issued but undrawn Letters of Credit) and to the payment of any principal amounts outstanding LOC Obligationsunder Hedging Agreements (to the extent permitted hereunder); SIXTH, to the cash collateralization of all other LOC Obligations hereunder and attributable to issued but undrawn Letters of Credit; SEVENTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, 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 and upon the exercise of remedies in accordance with Section 9.2Default, 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 in its capacity as such under the Credit DocumentsAgent; 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 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).Loans

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 and upon the exercise of remedies in accordance with Section 9.2Default, all amounts collected or received by the Administrative Agent or any Lender on account of 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: 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 and/or the Administrative Agent under the Credit Loan 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 under or the Credit DocumentsL/C Issuer; THIRD, to the extent of any amounts received as proceeds of the Revolving Loan Collateral: A. to the payment of any and all costs, liabilities and/or expenses incurred by the Administrative Agent in connection with the collection or administration of the Revolving Loan or the Revolving Loan Collateral; B. to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) amounts due to any L/C Issuer in respect of each Letters 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, hereunder; C. to the payment of all accrued interest (including on Swap Related Reimbursement Obligations and fees on interest accrued following the filing of a petition under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors), fees, costs, liabilities and/or expenses payable to the Revolving Lenders and GE Capital hereunder in respect of the Obligations; FIFTH, their capacity as such; D. to the payment of the outstanding principal amount of the Revolving Credit Advances, and Swap Related Reimbursement Obligations hereunder (including and to the payment or cash collateralization of the outstanding LOC L/C Obligations), pro rata, as set forth below; SIXTHand E. to the payment of any amounts described in clause FOURTH below, in the order and manner set forth therein; FOURTH, to the extent of any amounts received as proceeds of a sale of Stock: A. proceeds in the amount attributable to the Accounts shall be applied as set forth in clause “THIRD” above; and B. any remaining proceeds shall be applied as set forth in clause “FIFTH” below; FIFTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Loan Documents otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHFOURTH” 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, (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 GE Capital 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 obligations under Swap Related Reimbursement Obligations held by such Banks Lender or GE Capital bears to the aggregate amount of the then outstanding Loans, L/C Obligations then outstandingand obligations under Swap Related Reimbursement Obligations held by all Lenders or GE Capital) of amounts available to be applied pursuant to clauses “THIRD”, ,” “FOURTH”, ,” or “FIFTH” and “SIXTH” above; and (iiic) to the extent that any amounts available for distribution pursuant to clause “THIRD,” “FOURTH” or “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 (Ax) first, to reimburse the Issuing Bank L/C Issuer 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 “FOURTHTHIRD”, “FOURTH,” “FIFTH,” and or “SIXTH” above in the manner provided in this Section 3.15(b)8.3. If any Lending Party shall receive any proceeds in contradiction of this Section 8.3, such Lending Party shall forward such proceeds to Administrative Agent for distribution pursuant to this Section 8.3.