Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and L/C Issuers and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, and which have become due and owing, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, amounts received from any Guarantor shall be applied to the Borrowerany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including L/C Maintenance Fees) payable to the Lenders and the L/C Arranger (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Arranger) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowingsother Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Arranger in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, (b) payment of Obligations then owing under any Secured Hedge Agreements, and L/C Borrowings(c) payment of Obligations then owing under any Secured Cash Management Agreements, ratably among the Lenders, the termination value under Secured Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject Excluded Swap Obligations with respect to Section 2.03(c)any Guarantor shall not be paid with amounts received from such Guarantor or its assets, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above but appropriate adjustments shall be applied made with respect to satisfy drawings under such Letters payments from other Loan Parties to preserve the allocation of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02payable), any amounts received by the Administrative Agent from the Collateral Agent pursuant to Section 5.02 of the Collateral Agreement and any other amounts received by the Administrative Agent on account of the Loan Document Obligations shall be applied by the Administrative Agent in the following order: : (a) First, to payment of that portion of the Loan Document Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interestdisbursements of counsel to the Joint Lead Arrangers, but including Attorney Costs payable under Section 10.04 the Administrative Agent and amounts payable under Article 3the Collateral Agent) payable to the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agent, the Administrative Agent and the Collateral Agent in its capacity their respective capacities as such; ; (b) Second, to payment of that portion of the Loan Document Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestRevolving L/C Participation Fees) payable to the Lenders and the Issuing Bank (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank) arising under Section 10.05 and amounts payable under Article 3)the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them; ; (c) Third, to payment of that portion of the Loan Document Obligations constituting accrued and unpaid Revolving L/C Participation Fees and interest on the Loans and Loans, Revolving L/C BorrowingsExposure and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them; ; (d) Fourth, to payment of that portion of the Loan Document Obligations constituting unpaid principal of the Loans and Revolving L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fourth held by them; ; (e) Fifth, to the Administrative Agent for the account of the Issuing Bank, to cash collateralize that portion of Revolving L/C Issuers, to Cash Collateralize that portion of L/C Obligations Exposure comprised of the aggregate undrawn amount of Revolving Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties and (other than the Obligations described in clauses First through Fifthf) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Loan Document Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c2.05(j), amounts used to Cash Collateralize cash collateralize the aggregate undrawn amount of Revolving Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Revolving Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Revolving Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuers (ratably in proportion to the respective portion of such L/C Obligations applicable to each L/C Issuer), to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Company pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C – BA Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3IV) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit – BA Fees and interestother Obligations expressly described in clauses Third through Fifth below) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3IV), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit – BA Fees and interest on the Loans and Loans, L/C Borrowings– BA Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, (ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them) to (i) the payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C – BA Borrowings, (ii) the termination value under Secured Hedge Agreements and payment of the Cash Management Obligationsmaximum amount of all Bankers’ Acceptances then outstanding, ratably among the Lenders in proportion such payment to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent be for the account of the L/C IssuersIssuer (or to the extent Revolving Lenders have theretofore funded their participations in any such Bankers’ Acceptance, ratably among such Revolving Lenders in accordance with their Pro Rata Revolving Shares) and (iii) to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.of

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02)) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this Second clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this Third clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value under Secured Hedge Agreements Borrowings and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, Obligations then owing to the Administrative Agent for the account of the applicable L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Obligations Administrative Agent, the Lenders and the L/C Issuers in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis Fourth clause held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C – BA Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3IV) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit – BA Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3IV), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit – BA Fees and interest on the Loans and Loans, L/C Borrowings– BA Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, (ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them) to (i) the payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C – BA Borrowings, (ii) the termination value under Secured Hedge Agreements and payment of the Cash Management Obligationsmaximum amount of all Bankers’ Acceptances then outstanding, such payment to be for the account of the L/C Issuer (or to the extent Revolving Lenders have theretofore funded their participations in any such Bankers’ Acceptance, ratably among the such Revolving Lenders in proportion accordance with their Pro Rata Revolving Shares) and (iii) to Cash Collateralize that portion of L/C – BA Obligations comprising the respective amounts described in this clause Fourth held by them; Fifthaggregate undrawn amount of Letters of Credit, to the Administrative Agent for the account of the L/C IssuersIssuer; provided that if the amounts available are insufficient to make all payments provided for in this clause Fourth, that portion allocable to clause (iii) shall be applied first to pay Outstanding Amounts of Revolving Loans and L/C – BA Borrowings before being utilized to Cash Collateralize that portion of L/C Obligations comprised – BA Obligations; Fifth, to payment of Swap Termination Values and amounts owing under Related Treasury Management Arrangements, in each case to the aggregate undrawn extent owing to any Lender or any Affiliate of any Lender arising under Related Credit Arrangements that shall have been terminated and as to which the Administrative Agent shall have received notice of such termination and the Swap Termination Value thereof or the amount owing under the applicable Related Treasury Management Arrangement from the applicable Lender or Affiliate of Letters of Credita Lender; Sixth, to the payment of all other Obligations of the Loan Parties (other than owing under or in respect of the Obligations described in clauses First through Fifth) Loan Document that are due and payable to the Administrative Agent and the other Secured Parties Parties, or any of them, on such date, ratably based upon on the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers arising under Section 10.05 the Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Secured Bilateral L/C Obligations constituting unreimbursed amounts in respect of drawings and payments made thereunder and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Bilateral L/C Providers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, ratably (i) to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SixthCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.16 and (ii) to the Bilateral L/C Providers, to cash collateralize that portion of the Secured Bilateral L/C Obligations comprised of undrawn amounts of letters of credit and acceptances and contingent bank guarantees, to the payment of all other Obligations extent not already cash collateralized in accordance with the terms thereof in an amount not to exceed 102% of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datemaximum amount thereof; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Bilateral L/C Obligations and Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Bilateral L/C Provider, Cash Management Bank or Hedge Bank, as the case may be. Each Bilateral L/C 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 pursuant to the Borrowerterms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall shall, subject to the provisions of Section 2.17 and Section 2.18 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) arising under the Loan Documents and the Foreign Obligation Loan Documents and payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders Lenders, the Foreign Obligation Providers and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders, the Foreign Obligations Providers and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Secured Obligations arising under the Loan Documents and the Foreign Obligation Loan Documents, ratably among the Lenders Lenders, the Foreign Obligation Providers and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Loans, L/C BorrowingsBorrowings and Secured Obligations then owing under the Foreign Obligation Loan Documents, the termination value under Secured Hedge Agreements and the Secured Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; FifthAgreements, to the Administrative Agent for the account of the L/C Issuers, Issuer to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by C▇▇▇▇▇▇▇▇ pursuant to Section 2.04 or Section 2.17, and to the Foreign Obligation Providers to cash collateralize undrawn contingent liability obligations owing to such Foreign Obligation Provider under the Foreign Obligation Loan Parties (other than Documents to the Obligations extent not otherwise cash collateralized by the applicable Foreign Loan Party, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks and the Foreign Obligation Providers in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fourth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower C▇▇▇▇▇▇▇▇ or as otherwise required by Law. . (b) Subject to Section 2.03(c)2.04(c) and Section 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above andabove. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if no any, in the order set forth above. Excluded Swap Obligations remain outstandingwith respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.03. (c) Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements, Foreign Obligation Loan Documents and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Foreign Obligation Provider or Hedge Bank, as the case may be. Each Cash Management Bank, Hedge Bank or Foreign Obligation 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 Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal principal, interest and interestLetter of Credit Fees, but including Attorney Costs payable under Section 10.04 fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Notwithstanding the foregoing, Obligations arising under Secured Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount Management Agreements and Secured Hedge Agreements shall be applied 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 Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the other Obligations, terms of Article X hereof for itself and its Affiliates as if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowera “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans and other Obligations have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3ARTICLE III) payable to the Administrative Agent and the L/C Issuers in its capacity their respective capacities as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3ARTICLE III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, in each case ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, Issuers to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts payable under Article 3)III) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, Agreements and (b) to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than Borrowers pursuant to Sections 2.03 and 2.15, ratably among the Obligations described in clauses First through Fifth) that are due Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon (with respect to clause (b)) in proportion to the respective aggregate amounts described in this clause Fourth held by them or for the account of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateL/C Issuers, as applicable; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans and L/C Obligations have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Finance Obligations shall shall, subject to the provisions of Section 2.15, be applied by the Administrative Agent in the following order: FirstFIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; SecondSECOND, to payment of that portion of the Finance Obligations constituting accrued and unpaid Letter of Credit Fees and unpaid principal of the Letter of Credit Borrowings, ratably among the L/C Issuers in proportion to the respective amounts described in this clause Second held by them; THIRD, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and L/C Issuer(s) (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender or L/C Issuer)) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; FifthFOURTH, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16; SixthFIFTH, to payment of that portion of the Finance Obligations constituting accrued and unpaid interest on the Loans, L/C Obligations and other ABL Credit Obligations, ratably among the Lenders and L/C Issuer(s) in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to payment of that portion of the Finance Obligations constituting unpaid principal of the Loans and L/C Obligations and amounts then owing under Secured Cash Management Agreements and Secured Hedge Agreements, ratably among the Lenders and L/C Issuer(s) and Cash Management Banks and the Hedge Banks in proportion to the respective amounts described in this clause Sixth held bypayable to them; SEVENTH, to payment of amounts then owing under Secured Hedge Agreements, ratably among the Hedge Banks in proportion to the respective amounts described in this clause Seventh payable to them; EIGHTH, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Term Finance Obligations, if any, as and payable to the Administrative Agent and extent required by the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateABL/Term Intercreditor Agreement; and LastLAST, the balance, if any, after all of the Finance Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Lawlaw. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Finance Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Finance Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Finance Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than Borrower pursuant to Sections 2.03 and 2.15, ratably among the Obligations L/C Issuers in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs fees, charges and disbursements of counsel to the respective Lenders and applicable L/C Issuers payable under Section 10.05 in accordance with the terms of this Agreement and any of the other Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of (i) that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings payable to the Lenders and the L/C Issuers, all ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting (i) unpaid principal of the Loans and L/C Borrowings, (ii) Swap Termination Values under any Secured Swap Contract (to the extent such Secured Swap Contract shall have been terminated and as to which the Administrative Agent shall have received notice of such termination value and the Swap Termination Value thereof and other Additional Secured Obligations related thereto), (iii) amounts owing under any Secured Hedge Cash Management Agreements and other Additional Secured Obligations related thereto, (iv) obligations to Cash Collateralize that portion of L/C Obligations comprised of the Cash Management Obligationsaggregate undrawn amount of Letters of Credit, all ratably among the Lenders (and in the case of Secured Swap Contracts, any Affiliate of a Lender) and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit issued by it to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than contingent indemnification obligations for which no claim or demand has been made), to the Borrower applicable Loan Party or Loan Parties or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate thereof, as the case may be (unless such Lender or Affiliate is the Administrative Agent or an Affiliate thereof, in which case no Obligations remain outstandingSecured Party Designation Notice is required). Each Affiliate of a Lender that is 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 Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations, the Cash Management Obligations and the Secured Swap Obligations shall be applied by the Administrative Agent and the Collateral Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of external counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such and payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of external counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements Swap Obligations and the Cash Management Obligations, ratably among the Lenders Lenders, the Hedging Parties and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations, the Cash Management Obligations and the Secured Swap Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, Cash Management Obligations and Secured Swap Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations of any Borrower shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the such Borrower’s Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the such Borrower’s Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the such Borrower’s Obligations constituting accrued Letter of Credit Fees and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the such Borrower’s Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of such Borrower’s L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the such Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02)) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3ARTICLE III hereof and Section 2.5 of the Subsidiary Guaranty) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit Fees and interestCommitment Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3ARTICLE III hereof and Section 2.5 of the Subsidiary Guaranty), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, Commitment Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, ratably (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans and the L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this subclause (i) to this clause Third payable to them; Fourth, Fourth held by them and (ii) to payment of that portion of the Obligations constituting unpaid principal amounts owing under or in respect of the Loans Secured Swap Contracts and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management ObligationsServices Agreements, ratably among the Lenders Swap Banks and Cash Management Banks in proportion to the respective amounts described in this subclause (ii) to this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.14; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Services Agreements and Secured Swap Contracts shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Bank, as the case may be. Each Cash Management Bank or Swap 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 Borrowerterms of ARTICLE IX for itself and its Affiliates as if a “Lender” party hereto. In addition, Excluded Swap Obligations with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit Fees and interestBA Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and BA Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer, in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, Issuer to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, and Bankers’ Acceptances to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than Company pursuant to Sections 2.03 and 2.16, ratably among the Obligations L/C Issuers in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c)2.03(d) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit or Bankers’ Acceptances pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit or Bankers’ Acceptances as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit and Bankers’ Acceptances have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been be required to be Cash Collateralized as set forth in the proviso to last paragraph of Section 8.028.01), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs disbursements of counsel to the Administrative Agent to the extent payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer to the extent payable under Section 10.05 10.04 and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Related Swap Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, ratably among the Lenders, the Swap Providers and the L/C Issuer in proportion to the payment of all other Obligations of the Loan Parties (other than the Obligations respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Credit Party shall not be paid with amounts received from such Credit Party or such Credit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Related Swap Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Swap Provider. Each Swap 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 Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C LC Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall (including amounts received pursuant to any Guaranty) shall, subject to the provisions of Sections 2.19 and 2.20, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the LC Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer (including fees and time charges for attorneys who may be employees of any Lender or the LC Issuer and amounts payable under Article 3III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Loans, LC Borrowings and L/C Borrowingsother Obligations, ratably among the Lenders and the LC Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Loans, LC Borrowings, the termination value Obligations owing under Secured Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the LC Issuer, the Hedge Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersLC Issuer, to Cash Collateralize that portion of L/C LC Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.07 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.19; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.09 and 2.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from or with respect to a Loan Party on account of the Obligations shall owed by such Loan Party shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations owed by such Loan Party constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations owed by such Loan Party constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of outside counsel to the respective Lenders and the L/C Issuers and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations owed by such Loan Party constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations owed by such Loan Party constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to Credit issued for the payment account of all other Obligations of the such Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateParty; and Last, the balance, if any, after all of the Obligations owed by such Loan Party have been indefeasibly paid in full, to the Borrower such Loan Party or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued for the account of a Loan Party pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit issued for the account of such Loan Party have either been fully drawn or expired, such remaining amount shall be applied to the other ObligationsObligations of such Loan Party, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations (other than any Unmatured Surviving Obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove, if no Obligations remain outstanding, to the Borrowerand thereafter applied as provided in clause “Last” above.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been be required to be Cash Collateralized as set forth in the proviso to last paragraph of Section 8.028.01), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs disbursements of counsel to the Administrative Agent to the extent payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer to the extent payable under Section 10.05 10.04 and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Related Swap Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, ratably among the Lenders, the Swap Providers and the L/C Issuer in proportion to the payment of all other Obligations of the Loan Parties (other than the Obligations respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Credit Party shall not be paid with amounts received from such Credit Party or such Credit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Related Swap Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Swap Provider. Each Swap 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 Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02)) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders Lenders, the Foreign Obligation Providers and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders, the Foreign Obligation Providers and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under Section 10.05 the Loan Documents and the Foreign Obligation Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this Second clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Secured Obligations arising under the Loan Documents and the Foreign Obligation Loan Documents, ratably among the Lenders Lenders, the Foreign Obligation Providers and the L/C Issuer in proportion to the respective amounts described in this Third clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Loans, L/C BorrowingsBorrowings and Secured Obligations then owing under the Foreign Obligation Loan Documents, the termination value under Secured Hedge Agreements and the Secured Cash Management Obligations, ratably among the Lenders in proportion Agreements and to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SixthCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14 and to the Foreign Obligation Providers, to cash collateralize undrawn contingent liability obligations owing to such Foreign Obligation Provider under the payment of all other Obligations of Foreign Obligation Loan Documents to the Loan Parties (other than extent not otherwise cash collateralized by the Obligations applicable Foreign Subsidiary, in each case ratably among the Administrative Agent, the Lenders, the Foreign Obligation Providers, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis Fourth clause held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. . (b) Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above andin this Section 8.03. (c) Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements (in each case other than with respect to Foreign Subsidiary Secured Obligations) shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.04 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.04(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Guaranteed Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Guaranteed Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and L/C BorrowingsBorrowings and Guaranteed Obligations then owing under Guaranteed Hedge Agreement and Guaranteed Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Company pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Guaranteed Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.026.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order, subject to the Intercreditor Agreement: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3II) payable to the Administrative Agent under this Agreement or any other Loan Document in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable fees, charges and disbursements of counsel to the Lenders arising under Section 10.05 the Loan Documents and amounts payable under Article 3II), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term A Loans and L/C Borrowingsarising under the Loan Documents, ratably among the Term Loan A Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of interest on the Term B Loans and L/C Borrowings, arising under the termination value under Secured Hedge Agreements and the Cash Management ObligationsLoan Documents, ratably among the Term Loan B Lenders in proportion to the respective amounts described in this clause Fourth held by payable to them; Fifth, to the Administrative Agent for the account payment of the L/C Issuers, to Cash Collateralize that portion of L/C the Obligations comprised constituting unpaid principal of the aggregate undrawn amount of Letters of CreditTerm A Loans and other Obligations relating to the Term A Loans (including the Yield Maintenance Fee, the Exit Fee and the Call Premium), in each case, ratably among the Administrative Agent, the Term Loan A Lenders in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to payment of that portion of the Obligations constituting unpaid principal of the Term B Loans, Secured Hedge Agreements and Secured Bank Product Obligations (other than Secured Hedge Agreements) and other Obligations relating to the Term B Loans, Secured Hedge Agreements and Secured Bank Product Obligations (including the Yield Maintenance Fee, the Exit Fee and the Call Premium), in each case, ratably among the Administrative Agent and the Term Loan B Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Sixth held by them; Seventh, to payment of all other Obligations of ratably among the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateParties; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law. Subject Excluded Swap Obligations with respect to Section 2.03(c)any Guarantor shall not be paid with amounts received from such Guarantor or its assets, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above but appropriate adjustments shall be applied made with respect to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied payments from other Loan Parties to preserve the other Obligations, if any, in the order allocation to Obligations otherwise set forth above andin this Section 6.02. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article VII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 ‎8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02‎8.02), any amounts received on account of the First Lien Obligations shall shall, subject to the provisions of Sections ‎2.15 and ‎2.16, be applied by the Administrative Collateral Agent in the following order: First, to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other than principal and interest, but including Attorney Costs charges of counsel payable under Section 10.04 ‎10.04 and amounts payable under Article 3‎Article III) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such; Second, to payment of that portion of the First Lien Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs fees, disbursements and other charges of counsel payable under Section 10.05 Sections ‎10.04 and ‎10.05) arising under the Loan Documents and amounts payable under Article 3)‎Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the First Lien Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the First Lien Obligations constituting unpaid principal of the Loans and Loans, the L/C Borrowings, the termination value Borrowings and First Lien Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section ‎2.03 and ‎2.15; Sixth, to the payment of all other First Lien Obligations owing under or in respect of the Loan Parties (other than the Obligations described in clauses First through Fifth) Documents that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such First Lien Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date; Seventh, to the Second Lien Collateral Agent, to be applied in accordance with the Second Lien Loan Documents or as otherwise provided in the Intercreditor Agreement; and Last, the balance, if any, after all of the First Lien Obligations and all obligations under the Second Lien Loan Documents have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)Sections ‎2.03(c) and ‎2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expiredexpired without any pending drawing thereon, such remaining amount shall be applied to the other First Lien Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, above. Notwithstanding anything herein to the Borrowercontrary, the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the First Lien Obligations otherwise set forth above in this Section ‎8.04.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans obligations of the Issuer to make Credit Extensions have been automatically become immediately due and payable terminated and the L/C Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent, the Issuer or the Lenders on account of the Credit Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interestincluding interest thereon, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than excluding principal and interest on any Borrowings but including interest, if any, on any such fees, indemnities and other amounts) payable to the Issuer and the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Credit Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, to the Issuer and ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Credit Obligations constituting unpaid principal of the Loans and L/C Borrowings, to the termination value under Secured Hedge Agreements Issuer and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateCredits; and Last, the balance, if any, after all of the Credit Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c2.01(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit Credits pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit Credits as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit Credits have either been fully drawn or expired, such remaining amount shall be applied to the other Credit Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer, but expressly excluding any amounts due in connection with any Swap Contracts that constitute a portion of the Obligations) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations (other than Obligations related to Swap Contracts), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations any counterparties under any Swap Contracts constituting a portion of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are Obligations, any amounts due and payable owing by any Loan Party or any Subsidiary thereof under such Swap Contracts ratably among such counterparties in proportion to the Administrative Agent net obligations due and the other Secured Parties on owing by any Loan Party or any Subsidiary thereof under such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateSwap Contracts; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Guaranteed Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Guaranteed Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and L/C BorrowingsBorrowings and Guaranteed Obligations then owing under the Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Guaranteed Obligations otherwise set forth above andin this Section 8.03. Notwithstanding the foregoing, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above if no the Administrative Agent has not received a Guaranteed Obligations remain outstandingDesignation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, commitment fees and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and L/C Issuers and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, commitment fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value under Borrowings and Obligations with respect to Secured Hedge Agreements and the Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the L/C Issuers in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to the payment of all other Obligations of with respect to Secured Cash Management Agreements, ratably among the Loan Parties (other than Cash Management Banks in proportion to the Obligations respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) unpaid principal of the Loans and L/C Borrowings, the termination value Borrowings and (ii) unpaid Obligations owing by any Loan Party under any Secured Hedge Agreements and the or Secured Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Agreements and (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit (to the payment extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.16), ratably among the Lenders (and, in the case of all other Obligations of such Secured Hedge Agreements or Secured Cash Management Agreements, the Loan Parties (other than Hedge Banks and the Obligations Cash Management Banks) and the L/C Issuer in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above and, if no the Administrative Agent has not received written notice thereof (expressly stating that such Obligations remain outstanding, shall be subject to the Borrowerapplication described above), together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuers) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Company pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After In the event that, following the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, the Administrative Agent may apply (and shall apply at (a) the request of the Required Lenders or (b) following the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso pursuant to Section 8.02), any amounts received on account including without limitation, pursuant to the proviso thereof) such monies as follows (and each Lender shall comply with the instructions of the Obligations shall be applied by the Administrative Agent in the following order: case of any such monies received by any Lender): (i) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to outstanding Protective Advances funded by the Administrative Agent in its capacity as such; Agent; (ii) Second, to payment of that portion of Obligations (excluding Bank Product Obligations) owing to the Obligations Administrative Agent constituting (a) indemnities and expenses due and payable under this Agreement and the other Loan Documents (including fees, indemnities charges and other amounts (other than principal and interest) payable disbursements of counsel to the Lenders Administrative Agent) and (including Attorney Costs b) the fees due and payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them; Administrative Agent’s Fee Letter; (iii) Third, to payment of that portion of the Obligations (excluding Bank Product Obligations) constituting accrued indemnities and unpaid interest on expenses (including fees, charges and disbursements of counsel to the Loans and L/C BorrowingsIssuer and the Swing Line Lender and amounts payable under Article III) due and payable to the L/C Issuer and the Swing Line Lender in their respective capacities as such under this Agreement and the other Loan Documents, ratably among the Lenders such Persons in proportion to the respective amounts described in this clause Third payable to them; ; (iv) Fourth, to payment of that portion of the Obligations (excluding Bank Product Obligations) constituting indemnities and expenses (including fees, charges and disbursements of counsel to Revolving Credit Lenders and Term Loan Lenders and amounts payable under Article III) due and payable to the Revolving Credit Lenders and Term Loan Lenders such under this Agreement and the other Loan Documents, ratably among such Persons in proportion to the respective amounts described in this clause Fourth payable to them; (v) Fifth, to payment of that portion of the Obligations (excluding Bank Product Obligations) constituting accrued and unpaid interest and fees due and payable to the L/C Issuer and the Swing Line Lender in their respective capacities as such under this Agreement and the other Loan Documents, ratably among such Persons in proportion to the respective amounts described in this clause Fifth payable to them; (vi) Sixth, to payment of that portion of the Obligations (other than Bank Product Obligations) constituting accrued and unpaid interest and fees (including Letter of Credit Fees and Unused Facility Fees but excluding the Early Termination Fee) due and payable to the Revolving Credit Lenders and the Term Loan Lenders under this Agreement and the other Loan Documents ratably among such Persons in proportion to the respective amounts described in this clause Sixth payable to them; (vii) Seventh, to payment of that portion of the Obligations constituting unpaid principal of on the Loans Swing Line Loan and unpaid L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders holders thereof in proportion to the respective amounts described in this clause Fourth Seventh held by them; Fifth; (viii) Eighth, to (i) the Administrative Agent for payment of that portion of the account Obligations constituting unpaid principal of the Revolving Credit Loans and the Term Loans ratably among the holders thereof in proportion to the respective amounts described in clause (i) of this clause Eighth, (ii) Cash Collateralize the L/C Obligations in an amount equal to 105% of the Outstanding Amount of the L/C IssuersObligations, which monies at the Administrative Agent’s election, shall either (a) be applied to Cash Collateralize that portion of L/C Obligations comprised of clause (ii) hereof prior to clause (i) hereof or (b) be applied ratably among the aggregate undrawn amount of Letters of Credit; Sixthholders referred to in clauses (i) and clause (ii); (ix) Ninth, to the payment of all other Obligations of (including, without limitation, the Loan Parties (other than Early Termination Fee but excluding Bank Product Obligations) ratably among the Obligations holders thereof in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.Ninth;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting (i) Bank Product Obligations (other than obligations under and in respect of lease financing or related services) and (ii) unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateObligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c2.04(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, to payment of the termination value under Secured Hedge Agreements unpaid Swap Obligations and the to payment of Cash Management ObligationsObligations then owing under Specified Cash Management Agreements, ratably among the Lenders Lenders, the L/C Issuer, Cash Management Banks and the counterparties to the Swap Contracts giving rise to such Swap Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations of any Borrower shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the such Borrower’s Obligations constituting fees, indemnities, expenses and other amounts (other than principal including all fees, expenses and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the such Borrower’s Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Commitment Fees and interestLetter of Credit Fees) payable to the Lenders Lenders, the Fronting L/C Issuer, the Several L/C Agent and any Limited Fronting Lender (including Attorney Costs payable under Section 10.05 all fees, expenses and disbursements of counsel and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the such Borrower’s Obligations constituting accrued Letter of Credit Fees, Commitment Fees and unpaid interest on the Loans and L/C Borrowingsany Unreimbursed Amounts, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the such Borrower’s Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligationsany Unreimbursed Amounts, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Fronting L/C IssuersIssuer or the Lenders, as applicable, to Cash Collateralize that portion of such Borrower’s L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the such Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.14; and Last, the balance, if any, after all of the Obligations (other than Unmatured Surviving Obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn drawn, expired or expiredcancelled, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III but excluding any principal, interest and Letter of Credit Fees) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, and which have become due and owing, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order: order (to the fullest extent permitted by applicable Law): First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interestinterest and including fees, but including Attorney Costs charges and disbursements of counsel to the Administrative Agent payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs fees, charges and disbursements of counsel to the respective Lenders payable under Section 10.05 10.04 and the L/C Issuer arising under the Loan Documents and amounts payable under Article 3), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations (other than contingent indemnification obligations for unasserted claims) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 9 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the Pari Passu Intercreditor Agreement and the Second Lien Intercreditor Agreement, if then in effect, be applied by the Administrative Agent and the Collateral Agent in the following order: : (a) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of external counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such and payable to the Collateral Agent in its capacity as such; ; (b) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of external counsel to the respective Lenders and the L/C Issuers and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; ; (c) Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; ; (d) Fourth, pro rata (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements Swap Obligations and the Cash Management Obligations, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, them and (ii) to the Administrative Agent for the account of the each applicable L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties and (other than the Obligations described in clauses First through Fifthe) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth “Fourth” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for any remedy in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit Fees and interestObligations with respect to Interest Rate Protection Agreements and Cash Management Agreements) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations, except Obligations with respect to Interest Rate Protection Agreements and Cash Management Agreements, constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C Borrowings, Borrowings and other Obligations ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations Obligations, constituting unpaid principal of the Loans and L/C Borrowings, Obligations with respect to Interest Rate Protection Agreements in the termination value amount of the Termination Value of each such Interest Rate Protection Agreement, and all obligations owing under any Secured Hedge Agreements and the Cash Management ObligationsAgreement, ratably among the Lenders Lenders, the L/C Issuer, Hedge Banks and Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; Sixth, to the payment of all other Obligations remaining portion of the Loan Parties (other than Obligations, ratably among the Obligations Lenders in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrower, as appropriate, or as otherwise required by Applicable Law. Subject to Section 2.03(c)) and Section 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, above. Notwithstanding anything in the Loan Documents to the Borrowercontrary and so long as the 2010 Intercreditor Agreement or any other Intercreditor Agreement has not been terminated, (i) all mandatory prepayments made pursuant to Section 2.06 and payments and proceeds received from collateral securing the Obligations and the Senior Second Lien Secured Notes, or pursuant to any Collateral Document shall first be distributed in accordance with the terms of the 2010 Intercreditor Agreement or such other Intercreditor Agreement to the extent applicable and (ii) Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements and Fee Letters shall be excluded from the application described above if the Administrative Agent has not received written notice thereof at least five Business Days prior to any such distribution of proceeds, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender, Joint Lead Arranger, Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank, Hedge Bank or Joint Lead Arranger not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have (i) acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a Lender party hereto and (ii) accepted the terms of the 2010 Intercreditor Agreement and any other Intercreditor Agreement.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, except Obligations relating to Swap Contracts, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value Obligations in respect of Secured Hedge Agreements, and Obligations then owing under Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations remaining portion of the Loan Parties (other than Obligations, ratably among the Obligations Lenders and the Cash Management Banks in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c2.03(b), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as L/C Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, above. Notwithstanding anything in the Loan Documents to the Borrowercontrary and so long as the Intercreditor Agreement has not been terminated, (i) all mandatory prepayments made pursuant to Section 2.04(b) and payments and proceeds received from collateral securing the Obligations and the Senior Secured Notes, or pursuant to any Collateral Document shall first be distributed in accordance with the terms of the Intercreditor Agreement to the extent applicable and (ii) Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements and Fee Letters shall be excluded from the application described above if the Administrative Agent has not received written notice thereof at least five Business Days prior to any such distribution of proceeds, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender, Arranger, Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank, Hedge Bank or Arranger not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have (i) acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a Lender party hereto and (ii) accepted the terms of the Intercreditor Agreement and the appointment of Bank of America as the initial collateral agent under the Intercreditor Agreement.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Designation Notice, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.18, be applied by the Administrative Agent Agents in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable and interestdocumented out-of-pocket fees, but including Attorney Costs payable under Section 10.04 charges and disbursements of counsel to the Agents and amounts payable under Article 3III) payable to the Administrative Agent Agents in its their capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Drawing Fees and interestL/C Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the respective Lenders and the respective L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees, Drawing Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, ratably (a) to the payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, and (b) to the Administrative Global Agent for the account of the Applicable Revolving Lenders, to Cash Collateralize all Bankers’ Acceptances and BA Equivalent Notes; Fifth, to the applicable Agent for the account of applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through FifthBorrower pursuant to Sections 2.06(c) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.18; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.18, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Amounts used to Cash Collateralize the Outstanding Amount of all Bankers’ Acceptances and BA Equivalent Notes shall be applied to the repayment of such Bankers’ Acceptances and BA Equivalent Notes on the Contract Maturity Date thereof in accordance with Section 2.05(e)(i). If any amount remains on deposit as Cash Collateral after all Letters of Credit, Bankers’ Acceptances and BA Equivalent Notes have either been fully repaid or Cash Collateralized, such remaining amount shall be applied to the other Obligations, if no Obligations remain outstandingany, to in the Borrowerorder set forth above.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.12, and subject to any prior claims of the Collateral Administrator under the Collateral Administration Agreement, be applied by the Administrative Agent in the following order: First, for the avoidance of doubt, to payment of any prior claims of the Collateral Administrator under the Collateral Administration Agreement; Second, to payment of any unpaid Administrative Expenses constituting Management Fees accrued up to the earlier of (i) the date on which the Administrative Agent has exercised remedies as provided for in Section 8.02 and (ii) the date on which the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02; Third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of external counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; SecondFourth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of external counsel to the respective Lenders and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second Fourth payable to them; ThirdFifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by Fifth payable to them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations that portion of the Loan Parties (other than Obligations constituting unpaid principal of the Obligations Loans, ratably among the Lenders in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

Application of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Domestic Loan Party, from the liquidation of any Collateral of any Domestic Loan Party, or on account of the Obligations (excluding the Canadian Liabilities), shall be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations (excluding the Other Liabilities and the Canadian Liabilities) constituting fees, indemnities, expenses Credit Party Expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and the Co-Collateral Agents and amounts payable under Article 3III) payable to the Administrative Agent and the Co-Collateral Agents, each in its capacity as such; Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting feesindemnities, indemnities Credit Party Expenses, and other amounts (other than principal principal, interest and interestfees) payable to the Domestic Lenders and the L/C Issuer (on account of Domestic Letters of Credit) (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Domestic Lenders and the L/C Issuer (on account of Domestic Letters of Credit) and amounts payable under Article 3III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Domestic Lenders, to payment to the Domestic Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Domestic Overadvances, ratably among the Domestic Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Swing Line Loans made to the Domestic Borrowers have not been refinanced by a Committed Domestic Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans made to the Domestic Borrowers; Fifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Domestic Loans, Domestic L/C BorrowingsBorrowings and other Obligations (other than the Canadian Liabilities), and fees (including Letter of Credit Fees, other than any fees due on account of any Canadian Letter of Credit), ratably among the Domestic Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third Fifth payable to them; FourthSixth, to the extent that Swing Line Loans made to the Domestic Borrowers have not been refinanced by a Committed Domestic Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans made to the Domestic Borrowers; Seventh, to payment of that portion of the Obligations constituting unpaid principal of the Domestic Loans and Domestic L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Domestic Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth Seventh held by them; FifthEighth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of Domestic L/C Obligations comprised of the aggregate undrawn amount of Domestic Letters of Credit; SixthNinth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Canadian Agent and amounts payable under Article III) payable to the Canadian Agent, in its capacity as such; Tenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the L/C Issuer (on account of Canadian Letters of Credit) (including fees, charges and disbursements of counsel to the respective Domestic Lenders and the L/C Issuer (on account of Canadian Letters of Credit) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Tenth payable to them; Eleventh, to the extent not previously reimbursed by the Canadian Lenders and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment to the Canadian Lenders of that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Canadian Overadvances, ratably among the Canadian Lenders in proportion to the amounts described in this clause Eleventh payable to them; Twelfth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the Swing Line Lender as cash collateral to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Swing Line Loans made to the Canadian Borrower; Thirteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Canadian Loans, Canadian L/C Borrowings and other Canadian Liabilities, and fees (including Letter of Credit Fees not paid pursuant to clause Fifth above), ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Thirteenth payable to them; Fourteenth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the Swing Line Lender as cash collateral to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting unpaid principal of the Swing Line Loans made to the Canadian Borrower; Fifteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Canadian Loans and Canadian L/C Borrowings, ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifteenth held by them; Sixteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer, to Cash Collateralize that portion of Canadian L/C Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit; Seventeenth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations for which a claim has been made as provided in Section 10.04, but excluding any Other Domestic Liabilities and Other Canadian Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Seventeenth held by them; Eighteenth, to payment of that portion of the Loan Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Credit Parties (other than in proportion to the Obligations respective amounts described in clauses First through Fifth) that are due and payable this clause Eighteenth held by them; Nineteenth, to payment of all other Obligations arising from Bank Products to the Administrative Agent and extent secured under the other Secured Parties on such dateSecurity Documents, ratably based upon among the Credit Parties in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datedescribed in this clause Nineteenth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Domestic Loan Parties or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit pursuant to clause Fifth Eighth above shall be applied to satisfy drawings under such Domestic Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Domestic Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. (b) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), if no Obligations remain outstandingany amounts received from any Canadian Loan Party, from the liquidation of any Collateral of any Canadian Loan Party, or on account of the Canadian Liabilities, shall be applied by the Canadian Agent against the Canadian Liabilities in the following order: First, to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Canadian Agent and amounts payable under Article III) payable to the Canadian Agent, in its capacity as such; Second, to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the L/C Issuer (on account of Canadian Letters of Credit) (including fees, charges and disbursements of counsel to the respective Domestic Lenders and the L/C Issuer (on account of Canadian Letters of Credit) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Canadian Lenders, to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment to the Canadian Lenders of that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Canadian Overadvances, ratably among the Canadian Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan, to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Swing Line Loans made to the Canadian Borrower; Fifth, to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Canadian Loans, Canadian L/C Borrowings and other Canadian Liabilities, and fees (including Letter of Credit Fees due on account of Canadian Letters of Credit), ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifth payable to them; Sixth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan, to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting unpaid principal of the Swing Line Loans made to the Canadian Borrower; Seventh, to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Canadian Loans and Canadian L/C Borrowings, ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to the Canadian Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Canadian L/C Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit; Ninth, to payment of all other Canadian Liabilities (including without limitation the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04, but excluding any Other Canadian Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them; Tenth, to payment of that portion of the Canadian Liabilities arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Tenth held by them; Eleventh, to payment of all other Canadian Liabilities arising from Bank Products to the extent secured under the Security Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them; and Last, the balance, if any, after all of the Canadian Liabilities have been indefeasibly paid in full, to the Canadian Loan Parties or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Liabilities, if any, in the order set forth above. (c) Any amounts received by the Canadian Agent pursuant to clauses Ninth through Sixteenth of Section 8.03(a) shall be held as cash collateral for the applicable Canadian Liabilities until the earlier of (i) the substantial Liquidation of the Collateral granted by the Canadian Loan Parties to secure the Canadian Liabilities, or (ii) such date that the Canadian Agent and the Administrative Agent shall otherwise determine.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), while a Default exists, or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall or the proceeds of Collateral shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Secured Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; provided that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.14; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received a Secured Party Designation Notice, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of external legal counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 reasonable fees, charges and disbursements of external legal counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C Borrowings, Swap Contracts of the Borrower to which a Lender or its Affiliates is a party, and other Obligations, ratably among the Lenders Lenders, L/C Issuer and such Affiliates in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, and which have become due and owing, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. 126 MSGN – A&R Credit Agreement (2019) Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, amounts received from any Guarantor shall be applied to the Borrowerany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Commitment Fees and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees, Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.04 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerAgreement 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Finance Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: FirstFIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; SecondSECOND, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; ThirdTHIRD, to payment of that portion of the Finance Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Senior Credit Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; FourthFOURTH, to payment of that portion of the Finance Obligations constituting unpaid principal of the Loans and Loans, L/C BorrowingsBorrowings and amounts then owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; FifthFIFTH, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due U.S. Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and LastLAST, the balance, if any, after all of the Finance Obligations (other than unasserted contingent indemnification obligations) have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Finance Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Finance Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations, the Cash Management Obligations shall and the Secured Swap Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent and the Collateral Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of external counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such and payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of external counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements Swap Obligations and the Cash Management Obligations, ratably among the Lenders Lenders, the Hedging Parties and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations, the Cash Management Obligations and the Secured Swap Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, Cash Management Obligations and Secured Swap Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting accrued and unpaid fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting accrued and unpaid fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Company pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly indefensibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, and which have become due and owing, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso provisos to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent Agents in its capacity their capacities as suchsuch ratably among them in proportion to the amounts described in this clause First payable to them; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Lenders, the L/C Issuers, the Bank Product Providers and the Hedge Banks (including Attorney Costs payable under Section 10.05 fees, charges and amounts payable under Article 3disbursements of counsel to the respective Lenders, the L/C Issuers, the Bank Product Providers and the Hedge Banks), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, and to payment of premiums and other fees (including any interest thereon) under any Bank Product Agreements and Secured Hedge Agreements, ratably among the Lenders Lenders, the L/C Issuers, the Bank Product Providers and the Hedge Banks in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Borrowings and settlement amounts and other termination value payment obligations under Bank Product Agreements and Secured Hedge Agreements and the Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Bank Product Providers and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are then due and payable to the Administrative Agent Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent Agents and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Unaccrued Indemnity Claims), to the Borrower Borrowers or as otherwise required by Law. Subject to Section 2.03(c2.03(e), amounts used to Cash Collateralize 103% of the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, and thereafter applied as provided in clause “Last” above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above and, if no Obligations remain outstanding, to the Borrowerin in this Section 8.03.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of one counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and, if necessary, one local counsel and one regulatory counsel in any jurisdiction, and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through FifthBorrower pursuant to Sections 2.05(b)(ii) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.14; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.13, 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3ARTICLE III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)ARTICLE III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateObligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks, and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above and, if no Obligations remain outstanding, the Administrative Agent has not received written notice thereof two Business Days (or such shorter time as may be acceptable to the BorrowerAdministrative Agent) prior to the date that the Administrative Agent sets (by written notice to the Lenders) for such application, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall be entitled to rely on, and shall not incur any liability for relying upon, any notice received from a Cash Management Bank or a Hedge Bank regarding Secured Cash Management Agreements and Secured Hedge Agreements and shall not be responsible for or have any duty to ascertain or inquire into the validity, authenticity, or accuracy of any statement or representation contained therein or otherwise with respect thereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuers) amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Company pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.03 and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but disbursements of counsel to Agent (including Attorney Costs payable under Section 10.04 fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestL/C Fees) payable to Lenders and the Lenders L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among Lenders and the Lenders L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of (i) that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under and (ii) Obligations related to any Lender Swap Contract or Secured Hedge Agreements and the Cash Management ObligationsAgreement, ratably among Lenders, the Lenders L/C Issuer, and any Swap Lender and any Cash Management Party, in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Notwithstanding the foregoing, amounts received from Borrower or any Guarantor that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause “Fourth” above from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Excluded Swap Obligations described in such clause “Fourth” are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to such clause). Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Lender Swap Contracts shall be excluded from the application described above andif Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as Agent may request, from the applicable Cash Management Party or Swap Lender, as the case may be. Each Cash Management Party or Swap Lender 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 Agent pursuant to the Borrowerterms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans and other Obligations have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3ARTICLE III) payable to the Administrative Agent and the L/C Issuer in its capacity their respective capacities as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3ARTICLE III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, in each case ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, Issuer to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After On the Termination Date and after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02Collateralized), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer with respect to Letters of Credit (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) and amounts payable under Article 3), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and amounts owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks, as applicable, in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section 2.03(c2.04(d), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C BorrowingsBorrowings and Obligations then owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 (i) the appointment of the Administrative Agent pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto and (ii) the requirements and obligations of the provisions set forth in Section 10.07.

Application of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any ): (i) Any amounts received on account of the Obligations (other than amounts received solely on account of the Obligations of the Foreign Loan Parties) shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of (i) that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, Borrowings and (ii) that portion of the termination value under Secured Hedge Agreements and the Cash Management Obligations constituting Guaranteed Swap Obligations, ratably among the Lenders (and Affiliates thereof) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. ; provided, that the Administrative Agent may, in its sole discretion, apply such amounts solely to the Obligations of the Domestic Loan Parties or the Foreign Loan Parties, as applicable in the order and manner described in subclauses First through Fifth of this clause (i) prior to application of any such amounts to any Obligations of the other Loan Parties; and (ii) Any amounts received solely on account of the Obligations of the Foreign Loan Parties shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations of the Foreign Loan Parties constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations of the Foreign Loan Parties constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations of the Foreign Loan Parties constituting accrued and unpaid Letter of Credit Fees and interest on the Loans made to Foreign Designated Borrowers, L/C Borrowings of Foreign Designated Borrowers and other Obligations of the Foreign Loan Parties, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of (i) that portion of the Obligations of the Foreign Loan Parties constituting unpaid principal of the Loans made to Foreign Designated Borrowers and L/C Borrowings of Foreign Designated Borrowers and (ii) that portion of the Obligations constituting Guaranteed Swap Obligations of the Foreign Loan Parties, ratably among the Lenders (and Affiliates thereof) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations of the Foreign Designated Borrowers comprised of the aggregate undrawn amount of Letters of Credit issued at the request of the Foreign Designated Borrowers; and Last, the balance, if any, after all of the Obligations of the Foreign Loan Parties have been indefeasibly paid in full, to the applicable Foreign Loan Party or as otherwise required by Law. (b) Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to subclause Fifth of either clause Fifth above (i) or (ii) of Section 8.03(a) shall be applied to satisfy drawings under such the applicable Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all such Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borroweraccordance with Section 8.03(a).

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)) and Section 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the respective L/C Issuers arising under Section 10.05 the Loan Documents and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, Issuers to Cash Collateralize that portion of L/C Obligations comprised composed of the aggregate undrawn amount of outstanding Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable Borrower pursuant to the Administrative Agent and the other Secured Parties on such dateSections 2.03, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15 and/or 6.09; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but disbursements of counsel to Agent (including Attorney Costs payable under Section 10.04 fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestL/C Fees) payable to Lenders and the Lenders L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among Lenders and the Lenders L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Lead Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including reasonable and interestdocumented fees, but including Attorney Costs payable under Section 10.04 charges and disbursements of counsel to the Lead Administrative Agent and amounts payable under Article 3III) payable to the Lead Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 reasonable and documented fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including reasonable and documented fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Lead Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.17; Sixth, to the payment in full of all other Obligations of Obligations, in each case ratably among the Loan Parties (other than Lead Administrative Agent, the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent L/C Issuer and the other Secured Parties on such date, ratably Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the Administrative Agent respective amounts thereof then due and the other Secured Parties on such datepayable; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14; Sixth, to the payment of all other Obligations of any remaining outstanding unpaid Obligations, ratably among the Loan Parties (other than Lenders in proportion to the Obligations respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the an exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, Facility Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C BorrowingsBorrowings and Obligations then owing under Lender Derivatives Contracts and Lender Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuers, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations (other than contingent obligations for which no claim has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expiredexpired or cancelled, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Derivatives Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above andin this Section 8.03. Notwithstanding the foregoing, Obligations arising under Lender Derivatives Contracts and Lender Cash Management Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Designation Notice that has been acknowledged in writing by the Borrower, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank or Cash Management Bank, as the case may be. Each Hedge Bank or 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 Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Cash Management Guaranteed Hedging Obligations, ratably among the Lenders Lenders, the L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrowers pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section 2.03(c)) and Section 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above andin this Section 8.03. Notwithstanding the foregoing, Obligations arising under Guaranteed Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank, as the case may be. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the Borrowerterms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting (i) Bank Product Obligations (other than obligations under and in respect of lease financing or related services) and (ii) unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders Lenders, the Hedge Banks (and the other providers of Bank Product Obligations) in respect of Bank Product Obligations and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateObligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section 2.03(c2.03(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the First Lien Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Collateral Agent in the following order: First, to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other than principal and interest, but including Attorney Costs charges of counsel payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such; Second, to payment of that portion of the First Lien Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs fees, disbursements and other charges of counsel payable under Section 10.05 Sections 10.04 and 10.05) arising under the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the First Lien Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the First Lien Obligations constituting unpaid principal of the Loans and Loans, the L/C Borrowings, the termination value Borrowings and First Lien Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.03 and 2.15; Sixth, to the payment of all other First Lien Obligations owing under or in respect of the Loan Parties (other than the Obligations described in clauses First through Fifth) Documents that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such First Lien Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date; Seventh, to the Second Lien Collateral Agent, to be applied in accordance with the Second Lien Loan Documents or as otherwise provided in the Intercreditor Agreement; and Last, the balance, if any, after all of the First Lien Obligations and all obligations under the Second Lien Loan Documents have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expiredexpired without any pending drawing thereon, such remaining amount shall be applied to the other First Lien Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, above. Notwithstanding anything herein to the Borrowercontrary, the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the First Lien Obligations otherwise set forth above in this Section 8.04.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall (including any amounts received in respect of a foreclosure or other exercise of remedies in respect of an Assigned Mortgage) shall, subject to the provisions of Sections 2.20 and 2.21, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 153 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrowers pursuant to Sections 2.05 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.20; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.05(c) and 2.20, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above andin this Section 8.03. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and L/C Issuers arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations arising under the Loan Documents constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C BorrowingsBorrowings and Obligations then owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuers, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrowers pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company (on behalf of the Borrowers) or as otherwise required by Law; provided that Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Subject to Section 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received a written Guaranteed Party Designation Notice with respect thereto, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the Guaranteed Party Designation Notice contemplated by the preceding sentence shall, by such Guaranteed Party Designation Notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the Borrowerterms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestL/C Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, Borrowings ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through FifthBorrowers pursuant to Sections 2.05(c) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: order (to the fullest extent permitted by applicable Laws): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than excluding principal and interest, interest but including Attorney Costs payable under Section 10.04 fees, charges and disbursements of counsel to the Administrative Agent to the extent the Borrower is obligated to reimburse such amounts in accordance with the Loan Documents and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer to the extent the Borrower is obligated to reimburse such amounts in accordance with the Loan Documents, and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause subsection Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause subsection Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause subsection Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause subsection Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower, as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Secured Obligations shall shall, subject to the provisions of Section 2.22 and 2.23 be applied by the Administrative Agent Agent, the L/C Issuers and the Lenders in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Secured Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings, Borrowings and Swap Obligations to the termination value under Secured Hedge Agreements and extent of the Cash Management ObligationsBank Product Reserves therefor, ratably among the Lenders Lenders, L/C Issuers and the Swap Obligation Providers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the respective L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised consisting of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 2.03 and 2.22; Sixth, to the payment of all other Secured Obligations, ratably among Administrative Agent, the L/C Issuers and the Lenders in proportion to the respective amounts described in this clause Sixth held by them; Seventh, to payment of Bank Product Obligations of the Loan Parties (other than amounts paid pursuant to clause Fourth above), ratably among the Obligations providers of Bank Products (including, without limitation, FX/Cash Management Obligation Providers and the Swap Obligation Providers) in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Seventh held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Section Sections 2.03(c), ) and 2.22 amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Bank Product Obligations remain outstanding, shall be the lesser of (a) the applicable Bank Product Amount last reported to the BorrowerAdministrative Agent and (b) the actual Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: order (to the fullest extent permitted by applicable Laws): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than excluding principal and interest, interest but including Attorney Costs payable under Section 10.04 fees, charges and disbursements of counsel to the Administrative Agent to the extent the Borrower is obligated to reimburse such amounts in accordance with the Loan Documents and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer to the extent the Borrower is obligated to reimburse such amounts in accordance with the Loan Documents, and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause subsection Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause subsection Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C BorrowingsBorrowings and Obligations then owing under Guarantied Hedge Agreements and Guarantied Cash Management Agreements, ratably among the Lenders, the termination value under Secured L/C Issuer, the Hedge Agreements Banks and the Cash Management Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause subsection Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause subsection Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower, as applicable. Notwithstanding the foregoing, Obligations arising under Guarantied Cash Management Agreements and Guarantied Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Guarantied Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each 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 pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, commitment fees and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, commitment fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, the L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the each L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties (other than owing under or in respect of the Obligations described in clauses First through Fifth) Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions in Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.14; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c)) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been be required to be Cash Collateralized as set forth in the proviso to last paragraph of Section 8.028.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs disbursements of counsel to the Administrative Agent to the extent payable under Section 10.04 and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer to the extent payable under Section 10.05 10.04 and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Related Swap Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, ratably among the Lenders, the Swap Providers and the L/C Issuer in proportion to the payment of all other Obligations of the Loan Parties (other than the Obligations respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers) arising under Section 10.05 the Loan Documents and amounts payable under Article 3)III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings, the termination value Borrowings and Obligations then owing under Secured Hedge Agreements and the Cash Management ObligationsAgreements, ratably among the Lenders Lenders, the L/C Issuers and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, Credit to the payment of all other Obligations of extent not otherwise Cash Collateralized by the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due Borrower pursuant to Sections 2.03 and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section Sections 2.03(c)) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Hedge Agreements shall be excluded from the application described above andif the Administrative Agent has not received written notice thereof, if no Obligations remain outstandingtogether with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to the BorrowerCredit 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit Fees and interestCash Management Obligations) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations, (other than Obligations with respect to Swap Contracts and Cash Management Obligations), constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C Borrowings, Borrowings and other Obligations ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations, constituting Obligations constituting with respect to Swap Contracts, unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Sixth, to the payment of all other Obligations remaining portion of the Loan Parties Obligations (other than including Cash Management Obligations), ratably among the Obligations Lenders in proportion to the respective amounts described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datethis clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.03(g) and Section 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article 3III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs payable under Section 10.05 fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer, but expressly excluding any amounts due in connection with any Swap Contracts that constitute a portion of the Obligations) and amounts payable under Article 3III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations (other than Obligations related to Swap Contracts), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C IssuersIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 2.03; Sixth, to the payment of all other Obligations any counterparties under any Swap Contracts constituting a portion of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are Obligations, any amounts due and payable owing by any Loan Party or any Subsidiary thereof under such Swap Contracts ratably among such counterparties in proportion to the Administrative Agent net obligations due and the other Secured Parties on owing by any Loan Party or any Subsidiary thereof under such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateSwap Contracts; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law; provided that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth in this Section 8.03. Subject to Section Sections 2.03(c) and (g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowerabove.