Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans[reserved]; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Lenders and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) 13.3. under any of the Loan Documents, in respect of any principal of or interest on the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each applicable Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the applicable Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the applicable Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, as applicable, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be; provided, however, that during a Default or Event of Default trade-by-trade notices shall be sufficient to satisfy this requirement. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto. Upon the occurrence of an Event of Default including after any acceleration of the Obligations, each Specified Derivatives Provider shall provide the Administrative Agent periodic updates (including updates promptly upon the Administrative Agent’s request therefore) of the amounts due and owing with respect to any outstanding Specified Derivatives Contracts.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.4) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. (a) If an Event of Default exists, all payments received by the Administrative Agent (or any Lender Bank as a result of its exercise of remedies permitted under Section 3.312.08) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney feesfees then due and payable in accordance with the Loan Documents, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (ai) payable to themthe Administrative Agent; (bii) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal then due and interest) payable to the Lenders under Banks in accordance with the Loan Documents, including reasonable attorney fees, ratably among the Lenders Banks in proportion to the respective amounts described in this clause (bii) payable to them; (ciii) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans[reserved]; (div) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (div) payable to them; (ev) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (fvi) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Loans and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the LendersBanks, the Issuing Bank, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (fvi) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gvii) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts and Specified Cash Management Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives ProviderProvider or Specified Cash Management Bank, as the case may be. Each Specified Derivatives Provider or Specified Cash Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII X for itself and its Affiliates as if a “LenderBank” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.310.7) under any of the Loan Documents, Documents in respect of any Guaranteed Guarantee Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Guarantee Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Issuing Lenders in its their capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Guarantee Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Guarantee Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Lenders in proportion to the respective amounts described in this clause (dc) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fd) to payment of that portion of the Guaranteed Guarantee Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities liabilities and payment obligations then owing under Specified Derivatives ContractsHedge Agreements and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankLenders, the Hedge Banks and the Specified Derivatives Providers and Cash Management Banks in proportion to the respective amounts described in this clause (fd) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Cash Collateral Accountaccount; and (ge) the balance, if any, after all of the Guaranteed Guarantee Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Lawapplicable law. Notwithstanding the foregoing, Guaranteed Guarantee Obligations arising under Specified Derivatives Contracts Cash Management Agreements and Specified Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives ProviderCash Management Bank or Hedge Bank, as the case may be. Each Specified Derivatives Provider Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent Agents pursuant to the terms of Article XII IX. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Advances and the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including attorney unused commitment fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (cd) to the To payment of that portion of the Guaranteed Obligations constituting accrued unpaid principal of the Swing Advances; and unpaid interest on the Swingline Loans;then (de) to To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement ObligationsRevolver Advances, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;; and then (f) to To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities (excluding any Obligations arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (g) To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause held by them; and then (h) The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Law. Notwithstanding the foregoinglaw; provided, Guaranteed that Excluded Swap Obligations arising under Specified Derivatives Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payment from other Loan Parties to preserve the application described Obligations otherwise set forth 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 Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to in this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretoSection 6.04.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations Obligations, or any other amounts payable by any Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the each Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to amounts due to the Administrative Agent and the Lenders in respect of Protective Advances; (c) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (cd) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (de) payable to them; (ef) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fg) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (fg) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gh) the balance, if any, after all of the Guaranteed Obligations (other than any contingent obligation for which no claim has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Lenders in its capacity as such, ratably among the Administrative Agent, the Issuing Bank respect of fees and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themexpenses due under Sections 3.6 and 12.2; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to theminterest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Revolving Loans and Reimbursement Obligations (and as to the payment Revolving Loans, first to Base Rate Loans and then to LIBOR Rate Loans); (d) payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement Obligations, ratably to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Revolving Loans and the Issuing Bank in proportion Reimbursement Obligations (and as to the respective amounts described in this clause (d) payable Revolving Loans, first to them; (e) Base Rate Loans and then to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline LIBOR Rate Loans); (f) amounts to payment be deposited into the Collateral Account in respect of that portion Letters of Credit (to be applied as provided in Section 10.4); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (h) payments of all other amounts due and owing by the Borrower under any of the Guaranteed Obligations constituting unpaid principal Loan Documents, if any, to be applied for the ratable benefit of the LoansLenders and Agent; and (i) any amount remaining after application as provided above, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default existsOn and after the CAM Exchange Date, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders and the Multicurrency Agent (including fees, charges and disbursements of counsel to the Multicurrency Agent and the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolving Advance, payment to the Swingline Lender of that portion of the Obligations constituting accrued but unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolver Advances, Multicurrency Advances and other Obligations, and fees (including attorney unused commitment fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (ce) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment of the Swingline Lender of that portion of the Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion principal of the Guaranteed Obligations constituting accrued Revolver Advances and unpaid interest on the Loans and Reimbursement Obligations, Multicurrency Advances ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (eg) to the To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed excluding any Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, and then (h) To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent that any secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts available for distribution pursuant to described in this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountheld by them; andand then (gi) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Law. Notwithstanding the foregoinglaw; provided, Guaranteed that Excluded Swap Obligations arising under Specified Derivatives Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payment from other Loan Parties to preserve the application described Obligations otherwise set forth 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 Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to in this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretoSection 6.04.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, such and the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (dc) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fd) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (fd) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Termination Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 12.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment of that portion of the Guaranteed Obligations constituting feesinterest on all Loans and Reimbursement Obligations, indemnities and other amounts (other than principal and interest) payable to be applied for the ratable benefit of the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued unpaid principal of all Loans, Reimbursement Obligations and unpaid interest on Letter of Credit Liabilities, and payment obligations then owing under Specified Derivatives Contracts, to be applied for the Swingline Loans; (d) to payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLenders, ratably among the Lenders and the Issuing Bank Banks and Specified Derivatives Providers, as the case may be, in proportion to the respective amounts described in this clause (dc) payable to them; (ed) amounts to be deposited into the payment Collateral Account in respect of that portion Letters of the Guaranteed Obligations constituting unpaid principal of the Swingline LoansCredit; (fe) amounts due to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the LoansAdministrative Agent, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself Sections 10.7. and its Affiliates as if a “Lender” party hereto12.10.;

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, such and the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loansintentionally omitted; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loansintentionally omitted; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Bank in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and; (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender Bank as a result of its exercise of remedies permitted under Section 3.312.07) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney feesfees then due and payable in accordance with the Loan Documents, payable to the Administrative Agent in its capacity as such, the Issuing each Fronting Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Fronting Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) then due and payable to the Lenders under Banks in accordance with the Loan Documents, including reasonable attorney fees, ratably among the Lenders Banks in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders Banks and the Issuing Bank Fronting Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and Fronting Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountto be held as provided in Section 2.16(i); and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank Administrative Agent, in its capacity as such the issuer of Letters or Credit, and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Agent and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Administrative Agent in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, the Issuing Bank, Lenders and the Specified Derivatives Providers and Administrative Agent in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. . (h) Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an a Default or Event of Default existsshall have occurred and be continuing, all payments received by the Administrative Agent (Agent, LC Issuer, Swing Line Lender, or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by Borrower hereunder or thereunder (including proceeds from the exercise of any rights), shall be applied by Administrative Agent in the following order and priority: (a) Amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such respect of Fees and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themany expenses due under Section 12.2; (b) Amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities LC Issuer and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Fees and any expenses due under Section 12.2; (c) to the payment Payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline LoansRevolving Loans and the Swing Line Loans to be applied for the ratable benefit of Lenders, Swing Line Lender, and any participating Lenders under the Swing Line Subfacility pursuant to Section 2.2(c); (d) Payment of all unpaid reimbursement obligations with respect to payment of that portion of any LCs issued pursuant to the Guaranteed Obligations constituting accrued Agreement which are due and unpaid interest on the Loans payable and Reimbursement Obligationswhich remain unfunded by any Loan, provided that, such payments shall be allocated ratably among the LC Issuer and Lenders and the Issuing Bank which have funded their participations in proportion to the respective amounts described in this clause (d) payable to themsuch LC; (e) Payments of outstanding Swing Principal Debt; provided that, such payments shall be made solely to Swing Line Lender, unless Lenders have funded participations in the Swing Principal Debt in accordance with Section 2.2(c), in which case such payment of that portion of shall be allocated pro rata among Swing Line Lender and the Guaranteed Obligations constituting unpaid principal of the Swingline Loansparticipating Lenders; (f) Payments of principal outstanding under the Revolving Loans, to be applied for the ratable benefit of Lenders; (g) As a deposit with Administrative Agent (for the benefit of LC Issuer and Lenders which have purchased participations in any outstanding LC), as security for, and to provide for the payment of, any reimbursement obligations, if any, thereafter arising with respect to any issued and outstanding LCs issued pursuant to the Agreement; (h) Amounts due to Administrative Agent and Lenders pursuant to Section 12.8; (i) Payments of that portion all other amounts due under any of the Guaranteed Obligations constituting unpaid principal of the LoansLoan Documents, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, howeverif any, to be applied for the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn ratable benefit of Lenders; and (j) Any amount of an outstanding Letter of Creditremaining after application as provided above, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) 13.3. under any of the Loan Documents, in respect of any principal of or interest on the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, howeverhowever that, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Bank, and the Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in its capacity as such and the Lenders under the Loan Documents, including attorney fees, ratably among the Issuing Bank and the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, such and the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in its capacity as such and the Lenders under the Loan Documents, including attorney fees, ratably among the Issuing Bank and the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (dc) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fd) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (fd) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including attorney unused commitment fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (cd) to the To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsAdvances, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (e) to the To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed excluding any Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause held by them; and then (f) payable to them; provided, however, To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent that any secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts available for distribution pursuant to described in this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountheld by them; andand then (g) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent and the Lenders in its capacity as suchrespect of Fees and other fees and expenses due under Section 12.2; (b) [intentionally omitted]; (c) amounts due to the Administrative Agent, the Issuing Bank Lenders, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its capacity as such and the Swingline Lender in its capacity as such, respect of Protective Advances; ratably among the Administrative Agent, the Issuing Bank Bank, and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bc) payable to them; (cd) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement Obligations, ratably among Obligations to be paid to the Lenders and the Issuing Bank Banks equally and ratably in proportion to accordance with the respective amounts described in this clause (d) payable to themthereof then due and owing; (e) to the payments of principal of all other Loans, payment of that portion of the Guaranteed Reimbursement Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contractsof breakage, ratably among termination or other payments, and any interest accrued thereon, to be paid to the Lenders, Lenders and the Issuing Bank, Banks equally and the Specified Derivatives Providers and ratably in proportion to accordance with the respective amounts described in this clause (f) payable thereof then due and owing to them; such Persons, provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Specified Derivatives Contract to be paid to the Specified Derivatives Providers equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; (g) amounts due to the Administrative Agent and the Lenders pursuant to Section 11.7 and Section 12.10; (h) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gi) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrowers hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of amounts due the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such respect of fees and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themexpenses due under Section 13.2.; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among due the Lenders in proportion to respect of fees and expenses due under Section 13.2., pro rata in the respective amounts described in this clause (b) payable to themamount then due each Lender; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline LoansLenders; (d) to payment of that portion of amounts due the Guaranteed Obligations constituting accrued Agent and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders pursuant to Sections 12.8. and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them13.9.; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations amounts then owing due and payable under Specified Derivatives Contractsany Secured Swap Agreement or Treasury Management Services Agreement between the Borrower and any Lender (or any affiliate of a Lender), ratably among to be applied for the Lenders, ratable benefit of the Issuing Bank, and the Specified Derivatives Providers Lenders (and in proportion to the respective amounts described in this clause (f) payable to themcase of any Swap Agreement or Treasury Management Services Agreement, any affiliate of a Lender); provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) payment of all other Obligations (other than Swap Agreements) and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) payment of all amounts due and payable under any Swap Agreement (other than a Secured Swap Agreement) between the Borrower and any Lender (or an affiliate of a Lender), to be applied for the ratable benefit of the Lender and any affiliate of a Lender; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whoever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. (a) Any payment required to be made by the Borrower pursuant to Section 2.8(b)(i) shall be applied in the following order and priority: First, to payment of interest on all Revolving Credit Loans, for the ratable benefit of the Revolving Credit Lenders, until paid in full; Second, to payment of principal of all Revolving Credit Loans to be applied for the ratable benefit of the Revolving Credit Lenders until paid in full; and Third, to amounts to be deposited into the Letter of Credit Collateral Account in respect of Letters of Credit. (b) If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Revolving Credit Maturity Date or either Term Loan Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments (or by any Lender as the result of the exercise of rights under Section 13.4), in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) : First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Agent and each Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) ; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) ; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) ; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) and Fifth, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees (including fronting fees), indemnities, expenses and other amountsamounts (other than principal and interest), including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees (including commitment fees and letter of credit fees), indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Guaranteed Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any principal of or interest on the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations (other than any contingent obligation for which no claim has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and is continuing, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.3.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to amounts due to the Administrative Agent and the Lenders in respect of Protective Advances in proportion to the respective amounts described in this clause (b) payable to them; (c) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bc) payable to them; (cd) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (de) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (g) to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (fg) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gh) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts in the event any Disclaimed Cash Proceeds are to be applied in accordance with this Section 10.5, no such Disclaimed Cash Proceeds shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from distributed to the applicable Specified Derivatives ProviderDisclaimed Lender, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms extent such Disclaimed Cash Proceeds are to be paid ratably among the Lenders for purposes of Article XII this Section 10.5, the applicable Disclaimed Lender and the amounts owed to it shall be disregarded and excluded for itself and its Affiliates as if a “Lender” party heretothe purposes of determining same.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank Banks in its their capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and Issuing Banks under the Loan Documents, including attorney fees, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event Any proceeds of Default exists, all payments Collateral received by the Administrative Agent (i) not constituting a specific payment of principal, interest, fees or any Lender as a result of its exercise of remedies permitted other sum payable under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations Documents (which shall be applied in the following order as specified by any Borrower), or (ii) after an Event of Default has occurred and priority: (a) is continuing, shall be applied ratably first, to payment of that portion of the Guaranteed Obligations constituting pay any fees, indemnities, expenses and other amounts, or expense reimbursements including attorney fees, payable amounts then due to the Administrative Agent in its capacity as such, and the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts Banks from any Borrower (other than principal in connection with Hedging Obligations and interest) payable obligations owing under any Specified Cash Management Agreement), second, to pay any fees or expense reimbursements then due to the Lenders from any Borrower (other than in connection with Hedging Obligations or obligations owing under any Specified Cash Management Agreement), third, to pay interest then due and payable on the Loans or Incremental Term Loan DocumentsFacility, including attorney feesif any, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) ratably, fourth, to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest principal on the Loans or Incremental Term Loan Facility, if any, the payment of any amounts owing with respect to Hedging Obligations (to the extent such Hedging Obligations are designated as constituting Secured Obligations as set forth in the definition of “Secured Obligations” in the Credit Agreement) or obligations owing under any Specified Cash Management Agreement and Reimbursement to pay an amount (in the case of such Hedging Obligations and such obligations owing under any Specified Cash Management Agreement, to the extent not previously cash collateralized) to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit, to be held as cash collateral for such Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) fifth, to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, any other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid Secured Obligation due to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required any Lender by Applicable Lawany Borrower. Notwithstanding the foregoing, Guaranteed amounts received from any Loan Party shall not be applied to any obligation under an Excluded Hedging Contract of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by any Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any SOFR or EURIBOR Loan, except (a) on the expiration date of the Interest Period applicable to any such SOFR or EURIBOR Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any such event, any Borrower shall pay the break funding payment required in accordance with Section 9.04(c) of the Credit Agreement. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Hedging Obligations arising or obligations owing under any Specified Derivatives Contracts Cash Management Agreement shall be excluded from the application described above and paid in clause fourth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, have reasonably requested from the applicable provider of such Hedging Contracts or such Specified Derivatives ProviderCash Management Agreements; provided, as the case may be. Each Specified Derivatives Provider not however, that no payments by a party Guarantor and no proceeds of Collateral of a Guarantor shall be applied to this Agreement that has given the notice contemplated by the preceding sentence shall, by any Excluded Hedging Contract of such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretoGuarantor.

Allocation of Proceeds. (a) Any payment required to be made by the Borrower pursuant to Section 2.8(b)(i) shall be applied in the following order and priority: First, to payment of interest on Swingline Loans until paid in full; Second, to payment of interest on all Revolving Credit Loans, for the ratable benefit of the Revolving Credit Lenders, until paid in full; Third, to payment of principal on Swingline Loans until paid in full; Fourth, to payment of principal of all Revolving Credit Loans to be applied for the ratable benefit of the Revolving Credit Lenders until paid in full; and Fifth, to amounts to be deposited into the Letter of Credit Collateral Account in respect of Letters of Credit. (b) If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Revolving Credit Maturity Date or either Term Loan Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments (or by any Lender as the result of the exercise of rights under Section 13.4), in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) : First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the each Issuing Bank and each Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) ; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) ; Third, to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) ; Fourth, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) ; Fifth, to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) ; Sixth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) and Seventh, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. (c) Any payment required to be made by the Borrower pursuant to Section 2.8(b)(iii) shall be applied pro rata among the Facilities and the aggregate outstanding principal amount under the Pari Passu Debt to the extent required to reduce the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis after taking into account any additional optional prepayments made pursuant to Section 2.8(a). The aggregate Revolving Credit Commitments will be temporarily reduced on a dollar-for-dollar basis by the respective amounts of such portion of the mandatory prepayments that were applied to the prepayment of the Revolving Credit Loans until the next Prepayment Provisions Termination Date; provided, however, that, with respect to any Net Proceeds from asset sales applied as a prepayment by the Borrower prior to the end of the applicable Reinvestment Period for such Net Proceeds, the Borrower may apply such Net Proceeds to prepay (including a partial prepayment of) any of the Facilities or the outstanding principal amount of any Pari Passu Debt in such manner as it may designate; provided, further, that such temporary reduction of the Revolving Credit Commitments shall be automatically terminated as of such Prepayment Provisions Termination Date. For the avoidance of doubt, to the extent that any voluntary or mandatory prepayment has the effect of reducing the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis, the mandatory prepayment provisions applicable following a Collateral Trigger Date shall terminate (the earlier of such date and the Collateral Release Date, the “Prepayment Provisions Termination Date”). During a Prepayment Period, the Borrower shall not be permitted to request any Revolving Credit Loans that would cause the aggregate Revolving Credit Exposure to exceed the aggregate amount of the Revolving Credit Commitments (after accounting for any temporary reductions to availability pursuant to this Section 11.5(c)). Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank Banks in its their capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If (i) an Event of Default exists, (ii) the maturity of any of the Obligations has been accelerated, or (iii) the Termination Date for a Class of Loans has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or the other Loan Parties hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank Agent, in its capacity as such the issuer of Letters or Credit, and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Agent and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Agent in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the all Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among to be applied for the ratable benefit of the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) to payment of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. (a) [Intentionally Omitted] (b) If an Event of Default existsexists and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments (or by any Lender as the result of the exercise of rights under Section 13.4.), in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) : First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) ; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) ; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; providedand Fifth, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in fullfull in cash, to the Borrower Company or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts and Specified Cash Management Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives ProviderProvider or Specified Cash Management Bank, as the case may be. Each Specified Derivatives Provider or Specified Cash Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees (including fronting fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees (including commitment fees and letter of credit fees), indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (e) payable to them; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including attorney unused commitment fees and Upfront Lender fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (cd) to the To payment of that portion of the Guaranteed Obligations constituting accrued unpaid principal of the Swing Advances; and unpaid interest on the Swingline Loans;then (de) to To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement ObligationsRevolver Advances, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;; and then (f) to To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities (excluding any Obligations arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (g) To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause held by them; and then (h) The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolving Advance, payment to the Swingline Lender of that portion of the Obligations constituting accrued but unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including attorney unused commitment fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (ce) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment of the Swingline Lender of that portion of the Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsAdvances, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (eg) to the To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed excluding any Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, and then (h) To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent that any secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts available for distribution pursuant to described in this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountheld by them; andand then (gi) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 12.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable due to the Lenders under the Loan Documents, including attorney fees, ratably among Administrative Agent and the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Protective Advances; (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment payments of that portion interest and other amounts constituting Obligations (other than principal of the Guaranteed Loans, Reimbursement Obligations constituting and other Letter of Credit Liabilities) and any fees, premiums and scheduled periodic payments due Specified Derivatives Providers under Specified Derivatives Contracts and any interest accrued thereon, in each case equally and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to accordance with the respective amounts described in this clause (d) payable to themthereof then due and owing; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under payments of the Derivatives Termination Value in respect of, and any other breakage, termination or other payments due under, any and all Specified Derivatives Contracts, to be applied in each case equally and ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to accordance with the respective amounts described in this clause (f) payable thereof then due and owing to themsuch Secured Parties; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.8. and 12.9.; (h) payments of all other Obligations and all other Specified Derivatives Obligations, to be applied for the ratable benefit of the Lenders and the applicable Specified Derivatives Providers; and (gi) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. (a) If an Event of Default exists, all payments received by the Administrative Agent (or any Lender Bank as a result of its exercise of remedies permitted under Section 3.312.08) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney feesfees then due and payable in accordance with the Loan Documents, payable to the Administrative Agent in its capacity as such, the Issuing each Fronting Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Fronting Banks and the Swingline Lender Lenders in proportion to the respective amounts described in this clause (ai) payable to them; (bii) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestPrepayment Premium) then due and payable to the Lenders under Banks in accordance with the Loan Documents, including reasonable attorney fees, ratably among the Lenders Banks in proportion to the respective amounts described in this clause (bii) payable to them; (ciii) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (div) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest and Prepayment Premiums on the Loans and Reimbursement Obligations, ratably among the Lenders Banks and the Issuing Bank Fronting Banks in proportion to the respective amounts described in this clause (div) payable to them; (ev) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fvi) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the LendersBanks, the Issuing BankFronting Banks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (fvi) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountto be held as provided in Section 2.17(i); and (gvii) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts and Specified Cash Management Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives ProviderProvider or Specified Cash Management Bank, as the case may be. Each Specified Derivatives Provider or Specified Cash Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII X for itself and its Affiliates as if a “LenderBank” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the applicable Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the applicable Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result shall exist and maturity of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsObligations has been accelerated, or if an Event of Default specified in respect Section 11.1(a) and/or (b) shall exist, any amounts received on account of any Guaranteed the Obligations or the Specified Derivatives Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent (in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themadministrative agent); (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal principal, interest and interestLetter of Credit fees) payable to the Lenders under and the Loan Documents, including attorney fees, ratably among Administrative Agent (in its capacity as the Lenders in proportion to the respective amounts described in this clause (b) payable to themissuer of Letters of Credit); (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment payments of that portion Letter of the Guaranteed Obligations constituting accrued Credit fees and unpaid interest on the all other Loans and Reimbursement Obligations, ratably among pro rata in the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themamount then due each Lender; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities Liabilities, and payment obligations then owing under all Specified Derivatives ContractsObligations then owing, ratably among pro rata in the Lenders, the Issuing Bank, amount then due each Lender and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to themProvider; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) payment of all other Obligations and other amounts due and owing by the Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. In no event shall the Administrative Agent apply any amounts so received, or any proceeds of Collateral (if any), to the payment of Specified Derivatives Obligations if and to the extent that, with respect to the Loan Party making such payment, or owning such Collateral, such Specified Derivatives Obligations constitute Excluded Swap Obligations. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.3.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result shall exist and maturity of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsObligations has been accelerated, or if an Event of Default specified in respect Section 11.1(a) and/or (b) shall exist, any amounts received on account of any Guaranteed the Obligations or the Specified Derivatives Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent (in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themadministrative agent); (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal principal, interest and interestLetter of Credit fees) payable to the Lenders under and the Loan Documents, including attorney fees, ratably among Administrative Agent (in its capacity as the Lenders in proportion to the respective amounts described in this clause (b) payable to themissuer of Letters of Credit); (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment payments of that portion Letter of the Guaranteed Obligations constituting accrued Credit fees and unpaid interest on the all other Loans and Reimbursement Obligations, ratably among pro rata in the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themamount then due each Lender; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities Liabilities, and payment obligations then owing under all Specified Derivatives ContractsObligations then owing, ratably among pro rata in the Lenders, the Issuing Bank, amount then due each Lender and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to themProvider; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) payment of all other Obligations and other amounts due and owing by the Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. In no event shall the Administrative Agent apply any amounts so received, or any proceeds of Collateral (if any), to the payment of Specified Derivatives Obligations if and to the extent that, with respect to the Loan Party making such payment, or owning such Collateral, such Specified Derivatives Obligations constitute Excluded Swap Obligations. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this the 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 Administrative Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article XI hereof, all payments received by the Administrative Agent (hereunder, in respect of any principal of or interest on the Obligations or any Lender as a result other amounts payable by the Borrower hereunder, shall be applied by the Agent in the following order: (a) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Lenders and the Issuing Bank pursuant to Sections 4.6(a), 4.6(b), 4.6(c), 4.6(d) and 13.5; (c) amounts due to the Agent pursuant to Section 4.6(e); (d) payments of its exercise interest on Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of remedies permitted under the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to the Swing Line Lender; (e) payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to the Swing Line Lender; (f) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 3.311.1(B); (g) amounts due to the Issuing Bank, the Agent and the Lenders pursuant to Sections 3.2(h), 9.16 and 13.9; (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the appropriate recipients; (i) amounts due to any of the Lenders or their affiliates in respect of Obligations consisting of liabilities under any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion Swap Agreement with any of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable Lenders or their affiliates on a pro rata basis according to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountowed; and (gj) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Termination Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Issuing Banks in its their capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender Banks in proportion to the respective amounts described in this clause (ai) payable to them; (bii) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bii) payable to them; (ciii) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans[reserved]; (div) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (div) payable to them; (ev) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (fvi) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (fvi) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gvii) the balance, if any, after all of the Guaranteed Obligations have been paid in fullfull in cash, to the Borrower Company or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Loans has been accelerated pursuant to Article X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by any Borrower hereunder, shall be applied by the Agent in the following order (or in such manner as the Required Lenders may determine): (a) With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Article X, the applicable Borrower shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the applicable Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the applicable Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to such Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any Lender as kind are hereby expressly waived by the Borrowers; (b) amounts due to the Lenders pursuant to Sections 2.10 and 12.5; (c) amounts due to the Agent pursuant to Section 11.8; (d) payments of interest on Loans and Letters of Credit, to be applied for the ratable benefit of the Lenders and amounts due to any of the Lenders in respect of Obligations consisting of liabilities under any Hedging Agreement with any of the Lenders on a result pro rata basis according to the amounts owed; (e) payments of its exercise principal of remedies permitted under Section 3.3Loans and Letters of Credit, to be applied for the ratable benefit of the Lenders; (f) amounts due to the Lenders pursuant to Sections 8.13 and 12.9; (g) payments of all other amounts due under any of the Loan Documents, in respect of any Guaranteed Obligations shall if any, to be applied in for the following order and priority: (a) to payment of that portion ratable benefit of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gh) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the any Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, and the Issuing Bank Lenders in respect of expenses due under Section 9.1 until paid in full, and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themthen Fees; (b) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities Administrative Agent and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Protective Advances; (c) payments of interest (i) on the Loan and (ii) in respect of any Swap Agreement entered into by Borrower and any Lender (each Lender which is a counterparty to such a Swap Agreement, a “Specified Derivatives Provider” and collectively, “Specified Derivatives Providers”) with respect to the payment of that portion Loan (a “Specified Derivatives Contract”), in each case, to be applied for the ratable benefit of the Guaranteed Obligations constituting accrued and unpaid interest on Lenders or the Swingline Loansapplicable Specified Derivatives Providers, in such order as the Lenders or Specified Derivatives Providers, as the case may be, may determine in their sole discretion; (d) to payment payments of that portion principal of the Guaranteed Obligations constituting accrued Loan and unpaid interest on the Loans and Reimbursement payments of all other Secured Swap Obligations, ratably among to be applied for the ratable benefit of the Lenders and or Specified Derivatives Providers, as the Issuing Bank case may be, in proportion to such order as the respective amounts described Lenders or Specified Derivatives Providers, as the case may be, may determine in this clause (d) payable to themtheir sole discretion; (e) amounts due to Administrative Agent and the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline LoansLenders pursuant to Sections 12.12 and 13.1; (f) to payment payments of that portion all other amounts due under any of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loan Documents and payment obligations then owing under Specified Derivatives Contracts, ratably among if any, to be applied for the Lenders, ratable benefit of the Issuing Bank, Lenders and the applicable Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountProviders; and (g) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 13.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable due to the Lenders under the Loan Documents, including attorney fees, ratably among Administrative Agent and the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Protective Advances; (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement Obligations, ratably among Obligations to be applied for the ratable benefit of the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themBank; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under payments of the Derivatives Termination Value in respect of any and all Specified Derivatives Contracts, ratably among to be applied for the Lenders, ratable benefit of the Lenders and the Issuing Bank, and the Bank or Specified Derivatives Providers Providers, as the case may be, in such order and priority as the Lenders or Specified Derivatives Providers, as the case may be, may determine in proportion to the respective amounts described in this clause (f) payable to themtheir sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 12.8. and 13.10.; (h) payments of all other Obligations and other amounts due under any of the Loan Documents and Specified Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders and the applicable Specified Derivatives Providers; and (gi) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded only proceeds resulting from the application described above if exercise by the Administrative Agent has not received written notice thereof, together of its rights and remedies in respect of the Security Documents shall be applied in accordance with such supporting documentation as the Administrative Agent may request, from the applicable this Section to amounts owing to Specified Derivatives Provider, as the case may be. Each Providers in respect of Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretoContracts.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article XI hereof, all payments received by the Administrative Agent (hereunder, in respect of any principal of or interest on the Obligations or any Lender as a result other amounts payable by the Borrowers hereunder, shall be applied by the Administrative Agent in the following order: (a) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Lenders and the Issuing Bank pursuant to Sections 4.6(a), 4.6(b), 4.6(c), 4.6(d) and 13.5; (c) amounts due to the Administrative Agent pursuant to Section 4.6(e); (d) payments of its exercise interest on Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of remedies permitted under the Lenders(with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (e) payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (f) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 3.311.1(B); (g) amounts due to the Issuing Bank, the Administrative Agent and the Lenders pursuant to Sections 3.2(h), 9.16 and 13.9; (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (i) amounts due to any of the Lenders or their affiliates in respect of Obligations consisting of liabilities under any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion Swap Agreement with any of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable Lenders or their affiliates on a pro rata basis according to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountowed; and (gj) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them;; and Execution Version (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments (or by any Lender as the result of the exercise of rights under Section 13.4.), in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) : First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) ; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) ; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; providedand Fifth, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Lenders in its capacity as such, ratably among the Administrative Agent, the Issuing Bank respect of fees and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themexpenses due under Sections 3.6 and 12.2; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to theminterest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Revolving Loan Lenders and the Term Loan Lenders based upon the aggregate outstanding Revolving Loans, Reimbursement Obligations and Term Loans (and as to the payment Revolving Loans and Term Loans, first to Base Rate Loans and then to LIBOR Loans); (d) payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement Obligations, ratably to be applied for the ratable benefit of the Lenders, pro rata among the Revolving Loan Lenders and the Issuing Bank in proportion Term Loan Lenders based upon the aggregate outstanding Revolving Loans, Reimbursement Obligations and Term Loans (and as to the respective amounts described in this clause (d) payable Revolving Loans and Term Loans, first to them; (e) Base Rate Loans and then to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline LIBOR Loans); (f) amounts to payment be deposited into the Collateral Account in respect of that portion Letters of Credit (to be applied as provided in Section 10.3); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (h) payments of all other amounts due and owing by the Borrower under any of the Guaranteed Obligations constituting unpaid principal Loan Documents, if any, to be applied for the ratable benefit of the LoansLenders and Agent; and (i) any amount remaining after application as provided above, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under to Specified Derivatives ContractsObligations, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event For purposes of Default existsSection 1.6(b) ---------------------- of the Inter-Group Agreement and the definition of the term "Liberty Media Group" in the AT&T Charter Amendment, all payments received by (i) the Administrative Agent (or any Lender as a result net proceeds of the issuance of the shares of Class A Munich Group Stock to be issued in the Merger shall consist of the entire interest of AT&T in the Surviving Entity and each of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts Subsidiaries (other than principal the shares of Parent Common Stock held by AGI and interestits Subsidiaries at the time of the Merger referred to in Exhibit B and any distributions on such shares that required an adjustment pursuant to Section 2.5 of the AGI Merger Agreement), which shall be deemed to represent the net proceeds of the issuance of the shares of Parent Common Stock in the Merger), (ii) payable for purposes of clause (ii) of Section 1.6(b) of the Inter- Group Agreement, the shares of Class A Munich Group Stock and Class B Munich Group Stock held by AGI and its Subsidiaries at the time of the Merger shall be deemed to have been acquired entirely with the Lenders under shares of Class A Munich Group Stock to be issued in the Loan DocumentsAGI Merger (provided, including attorney feeshowever, ratably among that Parent shall have no obligation to LMC pursuant to Section 1.6(b) of the Lenders Inter-Group Agreement to contribute such shares held by AGI and its Subsidiaries to LMC), and (iii) the shares of Parent Common Stock and Class A Munich Group Stock issued upon conversion of the shares Company Stock referred to in proportion to the respective amounts described in this clause (b) payable to them; of the definition of the term "Liberty Media Group" in the AT&T Charter Amendment (cand the proceeds of any Disposition (as defined in the AT&T Charter Amendment) thereof) shall remain attributed to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable LawLiberty Media Group. Notwithstanding the foregoing, Guaranteed Obligations arising if the foregoing allocation of proceeds would not be permitted under Specified Derivatives Contracts the AT&T Charter Amendment, all of the assets acquired pursuant to the AGI Merger Agreement shall be excluded from deemed to be part of the application described above if Liberty Media Group, except that the Administrative Agent has not received written notice thereof, together with shares of Parent Common Stock held by AGI and its Subsidiaries at the time of the AGI Merger (and any distributions on such supporting documentation as shares that required an adjustment pursuant to Section 2.5 of the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, AGI Merger Agreement) shall be deemed to have acknowledged and accepted been transferred by the appointment Liberty Media Group to the Common Stock Group in respect of the Administrative Agent pursuant agreement by AT&T to enter into this Agreement and issue an equal number of shares of Parent Common Stock. In furtherance of the terms foregoing, any contract right or other similar right associated with any asset that is attributed to a Group in accordance with the preceding paragraph shall be the right of Article XII for itself and its Affiliates as if a “Lender” party heretothe Group to which such related asset is so attributed.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Lenders in its capacity as suchrespect of expenses due under Section 12.2 until paid in full, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themthen Fees; (b) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities Administrative Agent and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Protective Advances; (c) payments of interest: (i) on all Loans; and (ii) in respect of any Specified Derivatives Contract, in each case, to be applied for the payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued and unpaid interest on Lenders or the Swingline Loansapplicable Specified Derivatives Providers, in such order as the Lenders or Specified Derivatives Providers, as the case may be, may determine in their sole discretion; (d) to payment payments of that portion principal of all other Loans and payments of the Guaranteed Obligations constituting accrued Derivatives Termination Value in respect of any and unpaid interest on all Specified Derivatives Contracts, to be applied for the Loans and Reimbursement Obligations, ratably among ratable benefit of the Lenders and or Specified Derivatives Providers, as the Issuing Bank case may be, in proportion to such order as the respective amounts described Lenders or Specified Derivatives Providers, as the case may be, may determine in this clause (d) payable to themtheir sole discretion; (e) amounts due to Administrative Agent and the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline LoansLenders pursuant to Sections 11.8 and 12.10; (f) to payment payments of that portion all other amounts due under any of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loan Documents and payment obligations then owing under Specified Derivatives Contracts, ratably among if any, to be applied for the Lenders, ratable benefit of the Issuing Bank, Lenders and the applicable Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountProviders; and (g) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.310.7) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Issuing Lenders in its their capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Lenders in proportion to the respective amounts described in this clause (dc) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fd) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities liabilities and payment obligations then owing under Specified Derivatives ContractsHedge Agreements and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankLenders, the Hedge Banks and the Specified Derivatives Providers and Cash Management Banks in proportion to the respective amounts described in this clause (fd) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Cash Collateral Accountaccount; and (ge) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Lawapplicable law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts Cash Management Agreements and Specified Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives ProviderCash Management Bank or Hedge Bank, as the case may be. Each Specified Derivatives Provider Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent Agents pursuant to the terms of Article XII IX. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrowers or any other Loan Party hereunder, shall be applied by the Administrative Agent in the following order: (a) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees and legal expenses pertaining thereto; (b) amounts due to the Banks, Administrative Agent and the Issuing Banks pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a); (c) payments of interest on Revolving Advances, Swing Line Advances, Other Currency Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances, Other Currency Advances and Other Currency Letter of Credit Advances being included in such calculation and paid to the Swing Line Lender and Other Currency Lender, as a result the case may be); (d) payments of its exercise principal of remedies permitted under Revolving Advances, Swing Line Advances, Other Currency Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances, Other Currency Advances and Other Currency Letter of Credit Advances being included in such calculation and paid to the Swing Line Lender and Other Currency Lender, as the case may be); (e) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 3.36.03; (f) amounts due to the Issuing Banks, the Administrative Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (g) payments of all other amounts due under any of the Loan Documents, in respect of any Guaranteed Obligations shall if any, to be applied in for the following order and priority: (a) to payment of that portion ratable benefit of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themSecured Parties; (bh) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, howeverany surplus remaining after application as provided for herein, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall Company or otherwise as may be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result shall exist and maturity of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsObligations has been accelerated, or if an Event of Default specified in respect Section 11.1(a) and/or (b) shall exist, any amounts received on account of any Guaranteed the Obligations or the Specified Derivatives Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent (in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themadministrative agent); (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders under and the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to themAdministrative Agent; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans[reserved]; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on all other Loans, pro rata in the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themamount then due each Lender; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (f) to payments of principal of all other Loans, and all Specified Derivatives Obligations then owing, pro rata in the amount then due each Lender and Specified Derivatives Provider; (g) payment of that portion all other Obligations and other amounts due and owing by the Loan Parties under any of the Guaranteed Obligations constituting unpaid principal Loan Documents, if any, to be applied for the ratable benefit of the LoansLenders; and (h) any amount remaining after application as provided above, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Borrower or whomever else may be legally entitled thereto. In no event shall the Administrative Agent for deposit into the Letter apply any amounts so received, or any proceeds of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full), to the Borrower payment of Specified Derivatives Obligations if and to the extent that, with respect to the Loan Party making such payment, or as otherwise required by Applicable Lawowning such Collateral, such Specified Derivatives Obligations constitute Excluded Swap Obligations. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this the 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 Administrative Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such ; and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;then (b) to To payment of that portion of the Guaranteed Obligations constituting feesindemnities, indemnities Credit Party Expenses and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the Loan Documentsamounts described in this clause payable to them; and then (c) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including attorney unused commitment fees), ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;; and then (cd) to the To payment of that portion of the Guaranteed Obligations constituting accrued unpaid principal of the Swing Advances; and unpaid interest on the Swingline Loans;then (de) to To payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement ObligationsRevolver Advances, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to held by them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;; and then (f) to To payment of that portion of the Guaranteed all other Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities (excluding any Obligations arising from Cash Management Services and payment obligations then owing under Specified Derivatives ContractsBank Products), ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (g) To payment of all other Obligations arising from Bank Products and Cash Management Services to the extent secured under the Collateral Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause held by them; and then (h) The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments or in respect of the Collateral, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender Lenders in its capacity as such, ratably among the Administrative Agent, the Issuing Bank respect of fees and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themexpenses due under Sections 3.6 and 12.2; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to theminterest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Revolving Loans and Reimbursement Obligations (and as to the payment Revolving Loans, first to Base Rate Loans and then to LIBOR Loans); (d) payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement Obligations, ratably to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Revolving Loans and the Issuing Bank in proportion Reimbursement Obligations (and as to the respective amounts described in this clause (d) payable Revolving Loans, first to them; (e) Base Rate Loans and then to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline LIBOR Loans); (f) amounts to payment be deposited into the Collateral Account in respect of that portion Letters of Credit (to be applied as provided in Section 10.4); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (h) payments of all other amounts due and owing by the Borrower under any of the Guaranteed Obligations constituting unpaid principal Loan Documents, if any, to be applied for the ratable benefit of the LoansLenders and Agent; and (i) any amount remaining after application as provided above, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. (a) If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (ai) payable to them; (bii) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bii) payable to them; (ciii) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans;; ​ (div) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (div) payable to them; (ev) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fvi) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (fvi) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gvii) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from “Guaranteed Obligations” and 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 Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article XI hereof, all payments received by the Administrative Agent (or any Lender as a result hereunder, including amounts allocated and made available by the Collateral Agent to the Agent in respect of its exercise the obligations and liabilities of remedies permitted the Credit Parties under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder, shall be applied by the Agent in the following order and priorityorder: (a) to payment of that portion of the Guaranteed Obligations constituting feesreasonable expenses incurred in connection with retaking, indemnitiesholding, expenses and preserving, processing, maintaining or preparing for sale, lease or other amountsdisposition of, any Collateral, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such reasonable attorney’s fees and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themlegal expenses pertaining thereto; (b) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion pursuant to Sections 4.6(a), 4.6(b), 4.6(c), and 13.5; (c) amounts due to the respective amounts described in this clause Agent pursuant to Section 4.6(d); (d) payments of interest on Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to themBank of America); (e) to the payment (i) payments of that portion principal of Loans, Swing Line Loans and Reimbursement Obligations and (ii) Obligations consisting of liabilities under any Swap Agreement with any of the Guaranteed Obligations constituting unpaid principal Lenders or their affiliates, to be applied for the ratable benefit of the Swingline LoansLenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America) or affiliates of Lenders (in connection with Swap Agreements); (f) amounts due to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, the Agent, the Lenders and others pursuant to Sections 3.2(h), 9.15 and 13.9; (g) payments of all other amounts due under any of the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; providedLoan Documents, howeverif any, to be applied for the extent that any amounts available for distribution pursuant to this clause are attributable to ratable benefit of the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountrecipients; and (gh) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the applicable Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the applicable Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the and each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, Agent and the Issuing Bank and Swingline Lender Banks in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans[reserved]; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, howeverhowever that, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, or if an Event of Default specified in Section 11.1.(a) and/or (b) shall exist, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of amounts due the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such respect of fees and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themexpenses due under Section 13.2.; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among due the Lenders in proportion to respect of fees and expenses due under Section 13.2., pro rata in the respective amounts described in this clause (b) payable to themamount then due each Lender; (c) to amounts due the payment Agent and the Lenders in respect of that portion Protective Advances; (d) payments of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the all other Loans and Reimbursement ObligationsObligations to be applied for the ratable benefit of the Lenders, ratably among in such order as the Lenders and the Issuing Bank may determine in proportion to the respective amounts described in this clause (d) payable to themtheir sole discretion; (ef) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (fg) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among to be applied for the ratable benefit of the Lenders, in such order as the Issuing Bank, and the Specified Derivatives Providers and Lenders may determine in proportion to the respective amounts described in this clause (f) payable to themtheir sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (h) payments of interest and payments of the Derivatives Termination Value, in each case in respect of any and all Specified Derivatives Contracts, to be applied for the ratable benefit of the Specified Derivatives Providers in such order as the Specified Derivatives Providers may determine in their sole discretion; (i) amounts due the Agent and the Lenders pursuant to Sections 12.9. and 13.9.; (j) payment of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents and Specified Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders and the applicable Specified Derivatives Providers; and (gk) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrowers hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 12.02 until paid in this clause (a) payable to themfull, and then Fees; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to theminterest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued Lenders and unpaid interest on the Issuing Banks; (d) payments of principal of Swingline Loans; (de) to payment payments of that portion principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, payments of the Guaranteed Obligations constituting accrued Derivatives Termination Value in respect of any and unpaid interest on all Secured Derivatives Contracts and payment obligations then due and owing under any Secured Cash Management Agreement, to be applied for the Loans and Reimbursement Obligations, ratably among ratable benefit of the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the LoansBanks, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to or Cash Management Banks, as the respective amounts described in this clause (f) payable to themcase may be, pro rata; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be Cash Collateralized by the Borrowers and paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Section 12.10; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, Secured Cash Management Agreements and Secured Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders, the applicable Derivatives Providers and the Cash Management Banks; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower Borrowers or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts amounts received from any Loan Party shall not be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with applied to any Excluded Swap Obligation of such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretoLoan Party.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such; and then (b) To payment of that portion of the Obligations constituting indemnities, Credit Party Expenses and other amounts (other than principal, interest and fees) payable to the Issuing Bank in its capacity as such Lenders and the Swingline Lender Letter of Credit Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Article VIII and Section 2.12), ratably among them in its capacity as suchproportion to the amounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolver Advance, payment to BB&T of that portion of the Obligations constituting accrued and unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including facility fees, Letter of Credit Fees and Facing Fees), ratably among the Administrative Agent, Lenders and the Issuing Bank and Swingline Lender Letter of Credit Issuer in proportion to the respective amounts described in this clause (a) payable to them;; and then (be) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment to BB&T of that portion of the Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Obligations constituting fees, indemnities unpaid principal of the Advances and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesReimbursement Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause (b) payable to held by them;; and then (cg) To the Administrative Agent for the account of the Letter of Credit Issuer (for the benefit of the Letter of Credit Issuer and the Lenders), in respect of outstanding Letters of Credit pursuant to the Section 6.03; and then (h) To payment of that portion of the Guaranteed all other Obligations constituting accrued (excluding any Obligations arising from Cash Management Services and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsBank Products), ratably among the Lenders and the Issuing Bank Secured Parties in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (ei) To payment of all other Obligations arising from Bank Products and Cash Management Services to the payment of that portion of extent secured under the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsCollateral Documents, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (gj) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Lawlaw. Notwithstanding Subject to Article XI, amounts used to cash collateralize the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts aggregate Undrawn Amount of Letters of Credit pursuant to clause 6.04(g) above shall be excluded from the application described above if the Administrative Agent has not received written notice thereofapplied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collatera1 after all Letters of Credit have either been fully drawn or expired, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, remaining amount shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant applied to the terms of Article XII for itself and its Affiliates as other Obligations, if a “Lender” party heretoany, in the order set forth above.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. (a) If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;; ​ (bii) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bii) payable to them;; ​ ​ (ciii) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans;[reserved]; ​ (div) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (div) payable to them; (ev) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans[reserved]; (fvi) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Lenders and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (fvi) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gvii) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. ​ Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from “Guaranteed Obligations” and 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 Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.. ​

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and 101 the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Banks and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Secured Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Secured Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as suchAgent; and then (b) To payment of that portion of the Secured Obligations constituting indemnities, Credit Party Expenses and other amounts (other than principal, interest and fees) payable to the Issuing Bank in its capacity as such Lenders and the Swingline Letter of Credit Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the amounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolver Advance, payment to the Swing Line Lender in its capacity as suchof that portion of the Secured Obligations constituting accrued and unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and other Secured Obligations, and fees (including unused commitment fees, Letter of Credit Fees and Facing Fees), ratably among the Administrative Agent, Lenders and the Issuing Bank and Swingline Lender Letter of Credit Issuer in proportion to the respective amounts described in this clause (a) payable to them;; and then (be) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment to the Swing Line Lender of that portion of the Secured Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Secured Obligations constituting fees, indemnities unpaid principal of the Advances and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesReimbursement Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause (b) payable to held by them;; and then (cg) To the Administrative Agent for the account of the Letter of Credit Issuer (for the benefit of the Letter of Credit Issuer and the Lenders), in respect of outstanding Letters of Credit pursuant to the Section 6.03; and then (h) To payment of that portion of the Guaranteed all other Secured Obligations constituting accrued (excluding any Secured Obligations arising from Cash Management Services and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsBank Products), ratably among the Lenders and the Issuing Bank Secured Parties in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (ei) To payment of all other Secured Obligations arising from Bank Products and Cash Management Services to the payment of that portion of extent secured under the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsCollateral Documents, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (gj) the The balance, if any, after all of the Guaranteed Secured Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Lawlaw. Notwithstanding Subject to Article XI, amounts used to Cash Collateralize the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts aggregate Undrawn Amount of Letters of Credit pursuant to clause (g) above shall be excluded from the application described above if the Administrative Agent has not received written notice thereofapplied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, remaining amount shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant applied to the terms of Article XII for itself and its Affiliates as other Secured Obligations, if a “Lender” party heretoany, in the order set forth above.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes and Obligations has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documentshereunder, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder shall be applied by the Agent in the following order and priorityorder: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Bank, the Swing Line Lender and Swingline Lender in proportion the Lenders pursuant to the respective amounts described in this clause (a) payable to themSections 2.12, 3.02(f), 3.03(i), 11.06 and 11.11 hereof; (bii) amounts due to (A) the Issuing Bank pursuant to Sections 3.03(ii) and 3.04 hereof, and (B) to payment Bank of that portion of America, BAS and the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable Agent pursuant to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to themSection 2.15 hereof; (ciii) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Revolving Credit Loans and Reimbursement Obligations, ratably among to be applied for the Lenders ratable benefit of the Lenders, and payments of interest on Competitive Bid Loans and Swing Line Loans to be applied to the applicable Competitive Bid Loan Lender and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themSwing Line Lender, respectively; (eiv) payments of principal on Revolving Credit Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, and payments of principal on Competitive Bid Loans and Swing Line Loans to be applied to the payment of that portion of applicable Competitive Bid Loan Lender and the Guaranteed Obligations constituting unpaid principal of the Swingline LoansSwing Line Lender, respectively; (fv) to payment of that portion cash amounts to the Agent in respect of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and Outstandings pursuant to Section 9.01(B) hereof; (vi) payment obligations then owing of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (vii) payments of all other amounts due under Specified Derivatives Contractsthis Agreement, ratably among if any, to be applied for the ratable benefit of the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gviii) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Lawapplicable law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.ARTICLE X

Allocation of Proceeds. If (i) an Event of Default exists, (ii) the maturity of any of the Obligations has been accelerated, or (iii) the Termination Date for a Class of Loans has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrowers or the other Loan Parties hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank Agent, in its capacity as such the issuer of Letters or Credit, and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Agent and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Agent in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the all Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among to be applied for the ratable benefit of the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) to payment of all other Obligations and other amounts due and owing by the Borrowers and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower Borrowers or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result shall exist and maturity of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsObligations has been accelerated, or if an Event of Default specified in respect Section 11.1(a) and/or (b) shall exist, any amounts received on account of any Guaranteed the Obligations or the Specified Derivatives Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent (in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to themadministrative agent); (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal principal, interest and interestLetter of Credit fees) payable to the Lenders under and the Loan Documents, including attorney fees, ratably among Administrative Agent (in its capacity as the Lenders in proportion to the respective amounts described in this clause (b) payable to themissuer of Letters of Credit); (c) to the payment payments of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment payments of that portion Letter of the Guaranteed Obligations constituting accrued Credit fees and unpaid interest on the all other Loans and Reimbursement Obligations, ratably among pro rata in the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to themamount then due each Lender; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities Liabilities, and payment obligations then owing under all Specified Derivatives ContractsObligations then owing, ratably among pro rata in the Lenders, the Issuing Bank, amount then due each Lender and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to themProvider; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (g) payment of all other Obligations and other amounts due and owing by the Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. In no event shall the Administrative Agent apply any amounts so received, or any proceeds of Collateral, to the payment of Specified Derivatives Obligations if and to the extent that, with respect to the Loan Party making such payment, or owning such Collateral, such Specified Derivatives Obligations constitute Excluded Swap Obligations. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this the 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 Administrative Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If Subject to the provisions of the DIP Order (if applicable), if an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.03) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesattorneys’ fees and expenses and the fees and expenses of the Lender Advisors, ratably among the Lenders in proportion to the respective amounts described in this clause Clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this Clause (c) payable to them; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts in the event any Disclaimed Cash Proceeds are to be applied in accordance with this Section 10.05, no such Disclaimed Cash Proceeds shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from distributed to the applicable Specified Derivatives ProviderDisclaimed Lender, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms extent such Disclaimed Cash Proceeds are to be paid ratably among the Lenders for purposes of Article XII this Section 10.05, the applicable Disclaimed Lender and the amounts owed to it shall be disregarded and excluded for itself and its Affiliates as if a “Lender” party heretothe purposes of determining same.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) 13.3. under any of the Loan Documents, in respect of any principal of or interest on the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each applicable Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the applicable Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the applicable Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, as applicable, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably LEGAL 4867-4266-3982v.3 among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and is continuing, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. DB1/ 113000430.10 Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney reasonable fees, charges and disbursements of counsel to the Collateral Agents and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent Collateral Agents in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its their respective capacity as such, ratably among them in proportion to the Administrative Agentamounts described in this clause payable to them; and then (b) To payment of that portion of the Obligations constituting indemnities, Credit Party Expenses and other amounts (other than principal, interest and fees) payable to the Issuing Bank Lenders and Swingline the Letter of Credit Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Article VIII and Section 2.12), ratably among them in proportion to the amounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolver Advance, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including unused commitment fees, Letter of Credit Fees and Facing Fees), ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause (a) payable to them;; and then (be) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Obligations constituting fees, indemnities unpaid principal of the Advances and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesReimbursement Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause (b) payable to held by them;; and then (cg) To the Administrative Agent for the account of the Letter of Credit Issuer (for the benefit of the Letter of Credit Issuer and the Lenders), in respect of outstanding Letters of Credit pursuant to the Section 6.03; and then (h) To payment of that portion of the Guaranteed all other Obligations constituting accrued (excluding any Obligations arising from Cash Management Services and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsBank Products), ratably among the Lenders and the Issuing Bank Secured Parties in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (ei) To payment of all other Obligations arising from Bank Products and Cash Management Services to the payment of that portion of extent secured under the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsCollateral Documents, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (gj) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Lawlaw. Notwithstanding Subject to Article XI, amounts used to cash collateralize the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts aggregate Undrawn Amount of Letters of Credit pursuant to clause (g) above shall be excluded from the application described above if the Administrative Agent has not received written notice thereofapplied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, remaining amount shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant applied to the terms of Article XII for itself and its Affiliates as other Obligations, if a “Lender” party heretoany, in the order set forth above.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.4.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 12.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesinterest on Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued Lenders and unpaid interest on the Swingline LoansIssuing Banks; (d) to payment payments of that portion principal of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsSwingline Loans, ratably among the Swingline Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities Liabilities, to be applied for the ratable benefit of the Lenders and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing BankBanks, in such order and priority as the Lenders and the Specified Derivatives Providers and Issuing Banks may determine in proportion to the respective amounts described in this clause (f) payable to themtheir sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, to be applied for the ratable benefit of the Lenders and the Issuing Banks; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whomever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.3.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the each Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender Lenders in proportion to the respective amounts described in this clause (a) payable to them; (b) to amounts due to the Administrative Agent and the Lenders in respect of Protective Advances in proportion to the respective amounts described in this clause (b) payable to them; (c) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (bc) payable to them; (cd) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (de) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (de) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (g) to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (fg) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (gh) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Revolving Loans, Term Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Revolving Loans, Term Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsLiabilities, ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsContracts and Specified Cash Management Agreements, ratably among the Lenders, the Issuing BankBanks, and the Specified Derivatives Providers and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Cash Management Agreements and Specified Derivatives Contracts shall be excluded from the application described above LEGAL 4867-4266-3982v.3 if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Specified Derivatives Provider, as the case may be. Each Specified Cash Management Bank or Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XII. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to this Article VI, all payments received by the Administrative Agent (hereunder or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the other Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by the Administrative Agent in the following order and priorityorder: (a) to To payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts, amounts (including attorney fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the Administrative Agent in its capacity as such; and then (b) To payment of that portion of the Obligations constituting indemnities, Credit Party Expenses and other amounts (other than principal, interest and fees) payable to the Issuing Bank in its capacity as such Lenders and the Swingline Lender Letter of Credit Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Article VIII and Section 2.12), ratably among them in its capacity as suchproportion to the amounts described in this clause payable to them; and then (c) To the extent that Swing Advances have not been refinanced by a Revolver Advance, payment to BB&T of that portion of the Obligations constituting accrued and unpaid interest on the Swing Advances; and then (d) To payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances and other Obligations, and fees (including unused commitment fees, Letter of Credit Fees and Facing Fees), ratably among the Administrative Agent, Lenders and the Issuing Bank and Swingline Lender Letter of Credit Issuer in proportion to the respective amounts described in this clause (a) payable to them;; and then (be) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to payment to BB&T of that portion of the Obligations constituting unpaid principal of the Swing Advances; and then (f) To payment of that portion of the Guaranteed Obligations constituting fees, indemnities unpaid principal of the Advances and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney feesReimbursement Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause (b) payable to held by them;; and then (cg) To the Administrative Agent for the account of the Letter of Credit Issuer (for the benefit of the Letter of Credit Issuer and the Lenders), in respect of outstanding Letters of Credit pursuant to the Section 6.03; and then (h) To payment of that portion of the Guaranteed all other Obligations constituting accrued (excluding any Obligations arising from Cash Management Services and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsBank Products), ratably among the Lenders and the Issuing Bank Secured Parties in proportion to the respective amounts described in this clause (d) payable to held by them;; and then (ei) To payment of all other Obligations arising from Bank Products and Cash Management Services to the payment of that portion of extent secured under the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives ContractsCollateral Documents, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and Secured Parties in proportion to the respective amounts described in this clause (f) payable to held by them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; andand then (gj) the The balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Applicable Lawlaw. Notwithstanding Subject to Article XI, amounts used to cash collateralize the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts aggregate Undrawn Amount of Letters of Credit pursuant to clause 6.04(g) above shall be excluded from the application described above if the Administrative Agent has not received written notice thereofapplied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, remaining amount shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant applied to the terms of Article XII for itself and its Affiliates as other Obligations, if a “Lender” party heretoany, in the order set forth above.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.4) under any of the Loan Documents, in respect of any Guaranteed Guarantied Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Guarantied Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Guarantied Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Guarantied Obligations constituting accrued and unpaid interest on the Swingline Loans, ratably among the Lenders; (d) to the payment of that portion of the Guaranteed Guarantied Obligations constituting accrued and unpaid interest on principal of the Loans and Reimbursement Obligationspayment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders and the Issuing Bank Specified Derivatives Providers in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (ge) the balance, if any, after all of the Guaranteed Guarantied Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Guarantied Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, in respect of any Guaranteed Guarantied Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Guarantied Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Guarantied Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loansintentionally omitted; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Guarantied Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders; (e) intentionally omitted; (f) to the payment of that portion of the Guarantied Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, Lenders and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Guarantied Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Guarantied Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsshall exist, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under pursuant to Section 3.312.4.) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 12.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to theminterest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the payment of that portion ratable benefit of the Guaranteed Obligations constituting accrued Lenders and unpaid interest on the Issuing Bank; (d) payments of principal of Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the all other Loans, Reimbursement Obligations, Obligations and other Letter of Credit Liabilities and payment obligations then amounts due and owing under Specified Derivatives ContractsDerivative Obligations, ratably among to be applied for the Lenders, ratable benefit of the Issuing Bank, Lenders and the applicable Specified Derivatives Providers Providers, if any, in such order and priority as the Lenders may determine in proportion to the respective amounts described in this clause (f) payable to themtheir sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this clause subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due the Agent and the Lenders pursuant to Sections 11.7. and 12.10.; (g) payments of all other Obligations and other amounts due and owing under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (gh) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Lawwhomever else may be legally entitled thereto. Notwithstanding the foregoing, Guaranteed (i) no amounts received by the Agent or any Lender from any Loan Party that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Derivatives Obligations and (ii) any obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII XI. for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.313.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to ARTICLE XI hereof, all payments received by the Administrative Agent (hereunder, in respect of any principal of or interest on the Obligations or any Lender as a result other amounts payable by the Borrower hereunder, shall be applied by the Agent in the following order: (a) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Lenders and the Issuing Bank pursuant to SECTIONS 4.6(a), 4.6(b), 4.6(c), AND 13.5; (c) amounts due to the Agent pursuant to SECTION 4.6(d); (d) payments of its exercise interest on Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of remedies permitted under Section 3.3the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (e) payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (f) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to SECTION 11.1(B); (g) amounts due to the Issuing Bank, the Agent and the Lenders pursuant to SECTIONS 3.2(h), 9.16 and 13.9; (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (i) amounts due to any of the Lenders or their affiliates in respect of Obligations consisting of liabilities under any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion Swap Agreement with any of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable Lenders or their affiliates on a pro rata basis according to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Accountowed; and (gj) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes and Obligations has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documentshereunder, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder shall be applied by the Agent in the following order and priority: order: (ai) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable amounts due to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders pursuant to Sections 2.12, 3.02(f), 3.03(i), 11.06 and 11.11 hereof; (ii) amounts due to (A) the Issuing Bank pursuant to Sections 3.03(ii) and Swingline Lender in proportion to the respective amounts described in this clause 3.04 hereof, and (a) payable to them; (bB) to payment NationsBank, NMS and the Agent pursuant to Section 2.15 hereof; (iii) payments of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Revolving Credit Loans and Reimbursement Obligations, ratably among to be applied for the Lenders ratable benefit of the Lenders, and payments of interest on Competitive Bid Loans and Swing Line Loans to be applied to the applicable Competitive Bid Loan Lender and the Issuing Bank in proportion to the respective amounts described in this clause Swing Line Lender, respectively; (div) payable to them; (e) to the payment payments of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, on Revolving Credit Loans and Reimbursement Obligations, other to be applied for the ratable benefit of the Lenders, and payments of principal on Competitive Bid Loans and Swing Line Loans to be applied to the applicable Competitive Bid Loan Lender and the Swing Line Lender, respectively; (v) payment of cash amounts to the Agent in respect of Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution Outstandings pursuant to Section 9.01(B) hereof; (vi) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (vii) payments of all other amounts due under this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balanceAgreement, if any, after all to be applied for the ratable benefit of the Guaranteed Obligations have been paid in fullLenders; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.

Allocation of Proceeds. (a) If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan DocumentsDocuments (or by any Lender as the result of the exercise of rights under Section 13.4), in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) : First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) ; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement ObligationsLoans, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) ; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities Loans and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; providedand Fifth, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. (b) Any payment required to be made by the Borrower pursuant to Section 2.8(b)(iii) shall be applied pro rata among the Outstanding Amount and the aggregate outstanding principal amount under the Pari Passu Debt to the extent required to reduce the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis after taking into account any additional optional prepayments made pursuant to Section 2.8(a); provided, however, that, with respect to any Net Proceeds from asset sales applied as a prepayment by the Borrower prior to the end of the applicable Reinvestment Period for such Net Proceeds, the Borrower may apply such Net Proceeds to prepay (including a partial prepayment of) any of the Outstanding Amount or the outstanding principal amount of any Pari Passu Debt in such manner as it may designate. For the avoidance of doubt, to the extent that any voluntary or mandatory prepayment has the effect of reducing the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis, the mandatory prepayment provisions applicable following a Collateral Trigger Date shall terminate (the earlier of such date and the Collateral Release Date, the “Prepayment Provisions Termination Date”). Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed principal of or interest on the Obligations or any other amounts payable by the Borrower, the Parent or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender the Lenders in proportion to the respective amounts described respect of expenses due under Section 13.2. until paid in this clause (a) payable to themfull, and then Fees; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable due to the Lenders under the Loan Documents, including attorney fees, ratably among Administrative Agent and the Lenders in proportion to the respective amounts described in this clause (b) payable to themrespect of Protective Advances; (c) to the payment payments of that portion (i) interest on all Loans and (ii) Specified Derivatives Obligations (excluding payments of the Guaranteed Obligations constituting accrued and unpaid interest on Derivatives Termination Value) in respect of any Specified Derivatives Contract, in each case, to be applied for the Swingline Loansratable benefit of the Lenders or the applicable Specified Derivatives Providers, in such order as the Lenders or Specified Derivatives Providers, as the case may be, may determine in their sole discretion; (d) payments of (i) principal of all Loans, to payment of that portion be applied for the ratable benefit of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among Lenders in such order as the Lenders may determine in their sole discretion and (ii) the Issuing Bank Derivatives Termination Value in proportion respect of all Specified Derivatives Contracts in which all Lenders (or their Affiliates) are Specified Derivatives Providers, to be applied for the respective amounts described ratable benefit of the Specified Derivatives Providers in this clause (d) payable to themsuch order as the Specified Derivatives Providers may determine in their sole discretion; (e) to the payment of that portion payments of the Guaranteed Obligations constituting unpaid principal Derivatives Termination Value in respect of any and all Specified Derivatives Contracts in which less than all Lenders (or their Affiliates) are Specified Derivatives Providers, to be applied for the ratable benefit of the Swingline LoansSpecified Derivatives Providers in such order as the Specified Derivatives Providers may determine in their sole discretion; (f) amounts to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit deposited into the Letter of Credit Collateral AccountAccount in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 12.8. and 13.10.; (h) payments of all other amounts due under any of the Loan Documents and Specified Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders and the applicable Specified Derivatives Providers; and (gi) the balanceany amount remaining after application as provided above, if any, after all of the Guaranteed Obligations have been shall be paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall whoever else may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolegally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.312.3.) under any of the Loan Documents, Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Revolving Loans, 2020 Term Loans, 2022 Term Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank Banks in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Revolving Loans, 2020 Term Loans, 2022 Term Loans, Reimbursement Obligations, and other Letter of Credit Liabilities and Liabilities, and, in the case of the 2022 Term Loan Lenders, to payment obligations then owing of any premium required to be paid on the amount so repaid under Specified Derivatives ContractsSection 2.8.(c) for the period during which the payment is made under this clause (f), ratably among the Lenders, Lenders and the Issuing Bank, and the Specified Derivatives Providers and Banks in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Obligations has been accelerated pursuant to ARTICLE XI hereof, all payments received by the Administrative Agent (Agents hereunder in respect of any principal of or interest on the Obligations or any Lender other amounts payable by the Borrowers hereunder shall be applied by the Agents in the following order: (a) amounts due to the Lenders pursuant to SECTIONS 2.09, 3.09, 4.09, 5.09 and 13.05 hereof, to be applied for the ratable benefit of the Lenders without distinction or preference as a result among Facilities; (b) amounts due to the Issuing Bank pursuant to SECTION 2A.05 and amounts due to the Applicable Bank Guarantee Issuer pursuant to SECTION 3A.05; (c) amounts due to the Agents pursuant to SECTION 12.08 hereof, to be applied for the ratable benefit of its exercise the Agents; (d) amounts due to the US Facility Lenders and the Issuing Bank pursuant to SECTION 2A.04, amounts due to the UK Facility Lenders and the Applicable Bank Guarantee Issuer pursuant to SECTION 3A.04 and payments of remedies permitted under Section 3.3interest on Loans and Reimbursement Obligations, to 134 141 be applied for the ratable benefit of the Lenders, without distinction or preference as among Australian Facility Loans, Canadian Facility Loans, UK Facility Loans and US Facility Loans(with amounts payable in respect of Australian Facility Swing Line Outstandings being included in such calculation and paid to the Australian Facility Swing Line Lender); (e) payments of principal on Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, without distinction or preference as among Australian Facility Loans, Canadian Facility Loans, UK Facility Loans and US Facility Loans (with amounts payable in respect of Australian Facility Swing Line Outstandings being included in such calculation and paid to the Australian Facility Swing Line Lender); (f) amounts due to the Issuing Bank, Applicable Bank Guarantee Issuer, Agents or the Lenders pursuant to SECTIONS 2A.02(h), 3A.02(h) and 13.10, to be applied for the ratable benefit of the Agents and the Lenders; (g) payments of all other Obligations due under any of the Loan Documents, in respect of any Guaranteed Obligations shall if any, to be applied in for the following order and priority: (a) to payment ratable benefit of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountAgents; and (gh) the balance, if any, any surplus remaining after all of the Guaranteed Obligations have been paid in fullapplication as provided for herein, to the Borrower Borrowers or as otherwise may be required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party heretolaw.