Common use of Application of Funds Clause in Contracts

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: first, to pay or prepay any fees, indemnities, expense reimbursements or other Obligations then due to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable to the Administrative Agent on account of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the same.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Credit Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party or any Subsidiary and any Swap Contract Provider, to the extent such Swap Contract is permitted by Section 8.01(e), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Swap Contract Provider, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.01(e), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Credit Party and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighthin proportion to the respective amounts described in this clause Fourth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Obligations)Contract Providers or Treasury Management Banks, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent as applicable) and the Lenders shall have L/C Issuer; and Last, the continuing and exclusive right to apply and reverse and reapply any and balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest errorapplied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Banking Services Obligations arising under Swap Contracts and Swap Obligations shall Treasury Management Agreements may be excluded from the application described above or without any other application of proceeds set forth in liability to the Loan DocumentsAdministrative Agent, if the Administrative Agent has not received written notice thereofnotice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Swap Contract Provider or Treasury Management Bank. Each Swap Contract Provider and Treasury Management Bank not a party to this Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the sameAdministrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII accordance with the provisions of Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized provide Cash Collateral as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing 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 (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and (b) the Administrative Agent for the account of the L/C Issuer, to provide Cash Collateral for that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and Lenders. All any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing under this Agreement in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); and Last, the balance, if any, after all of the Obligations including feeshave been indefeasibly paid in full, interestto the Borrower or as otherwise required by Law. Subject to Section 2.03(d), default interest, interest on interest, expense reimbursements and indemnities, amounts used to provide Cash Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. (a) After (i) the occurrence and during the continuance of an Event of Default has occurred and is continuing and Default, at the election of the (iiA) Administrative Agent or (B) the exercise of remedies provided for in this Article VII Required Lenders (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations under any Collateral Documents shall be applied by the Administrative Agent in as follows, subject to the following orderterms of the Intercreditor Agreement and the Collateral Agency Agreement: first, to pay or prepay any amounts (including fees, indemnities, expense reimbursements or other Obligations then due charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts Agents) then due and payable to the Administrative Agent Agents in their capacity as such pursuant to Sections 2.09 and 10.04, until payment in full of all such fees shall have been made; second, to pay ratably all interest (including post-petition interest) on account the Loan Obligations, until payment in full of Protective Advances, all such interest shall have been made; third, to pay or prepay the unpaid principal of the Loan Obligations ratably, until payment in full of the principal of all amounts then owed to the Swingline Lender on account of Swingline Loans, Loan Obligations shall have been made; fourth, to ratably pay or prepay all amounts owed other Loan Obligations ratably, until payment in full of all such other Loan Obligations shall have been made; and finally, to pay to the Issuing Bank(s) on account Borrower or the relevant Loan Party, or as a court of Letter of Credit Obligationscompetent jurisdiction may direct, fifth, to ratably pay or prepay all interest and fees owed on account any surplus then remaining (including from the proceeds of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for Collateral owned by it); provided that Collateral owned by a Guarantor and any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable proceeds thereof shall be applied pursuant to the Lenders (other than with respect foregoing clauses first, second, third and fourth only to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing the extent permitted by the Borrowers with respect to Banking Services Obligations and Swap Obligationslimitation in Section 2.1 of its Guaranty. The Administrative Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. (b) In making the payments and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to allocations required by this Section 8.04, the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including feeswill be entitled to rely on information from (i) its own records for information as to the Senior Credit Parties, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services their Loan Obligations and Swap actions taken by them, (ii) any Senior Credit Party for information as to its Loan Obligations shall be excluded from and actions taken by it, to the application described above or any other application of proceeds set forth in the Loan Documents, if extent that the Administrative Agent has not received written notice thereofobtained such information from its own records, together with such supporting documentation as and (iii) the Borrower, to the extent that the Administrative Agent may request, has not obtained information from the provider foregoing sources. All distributions made by the Administrative Agent pursuant to this Section 8.04 shall be final (except in the event of manifest error) and the sameAdministrative Agent shall have no duty to inquire as to the application by any Senior Credit Party of any amount distributed to it.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII accordance with the provisions of Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized provide Cash Collateral as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing 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 (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and (b) the Administrative Agent for the account of the L/C Issuer, to provide Cash Collateral for that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of that portion of the Obligations constituting obligations under Swap Contracts between any Borrower and Lenders. All any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing under this Agreement in respect of any Swap Contract between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); and Last, the balance, if any, after all of the Obligations including feeshave been indefeasibly paid in full, interestto the Borrowers or as otherwise required by Law. Subject to Section 2.03(c), default interest, interest on interest, expense reimbursements and indemnities, amounts used to provide Cash Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Collateral Agent Administrative Agent, in their capacities its capacity as such, second; Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders, the Issuing Lender ((including any Letter of Credit Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Cash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due described in this clause Eighth and payable to them; Last, the Lenders (other than with respect balance, if any, after the Discharge of Obligations, to Banking Services Obligations and Swap Obligationsthe Borrower or as otherwise required by Law. Subject to Sections 2.24(a), 3.4, 3.5 and ninth3.10, amounts used to ratably pay off Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing be applied to the Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errororder set forth above. Notwithstanding the foregoing, Banking Services Obligations and no Excluded Swap Obligations Obligation of any Guarantor shall be excluded paid with amounts received from the application described above such Guarantor or from any other application of proceeds set forth Collateral in the Loan Documents, if which such Guarantor has granted to the Administrative Agent has not received written notice thereofa Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, together with such supporting documentation as however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent may request, (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the provider allocation of such payments to the satisfaction of the sameObligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Term Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Term Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and a Hedge Bank, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 7.01(d), ratably among the Lenders (and, in respect the case of such Obligations including feesSwap Contracts, interestHedge Banks) in proportion to the respective amounts described in this clause Third held by them; Fourth, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective to payment of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation that portion of the allocation Obligations constituting unpaid principal of amounts under the foregoing clauses shall be conclusive Term Loans and binding upon Secured Parties absent manifest error. Notwithstanding the foregoingunpaid principal value of any termination payment relating to a Swap Contract between any Loan Party and a Hedge Bank; and Last, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documentsbalance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law. If and to the extent the Administrative Agent has received notice or other evidence that any amount claimed as an Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts received from any Guarantor or its assets shall not be applied to such Excluded Swap Obligations with respect to such Guarantor, and adjustments shall be made with respect to amounts received written notice thereof, together with such supporting documentation from other Loan Parties and their assets as the Administrative Agent may requestdetermine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the provider Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the sameapplicable Swap Obligations were not Excluded Swap Obligations. Each Loan Party acknowledges and consents to the foregoing.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII accordance with the provisions of Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized provide Cash Collateral as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing 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 Issuer in proportion to the Administrative Agent respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Lenders. All L/C Borrowings, and (b) Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing under this Agreement in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); and Last, the balance, if any, after all of the Obligations including feeshave been indefeasibly paid in full, interestto the Borrower or as otherwise required by Law. Subject to Section 2.03(d), default interest, interest on interest, expense reimbursements and indemnities, amounts used to provide Cash Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable 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 accordance the order set forth above. Excluded Swap Obligations with the foregoing waterfall provisions irrespective of whether a claim in respect of to any Guarantor shall not be paid with amounts received from such amounts is allowed Guarantor or allowable in any insolvency proceeding. Administrative Agentsuch Guarantor’s calculation of assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samethis Section.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be (subject to the provisions of Section 2.17) applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges 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 respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 7.03(c), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit 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 than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or such Subsidiary Guarantor’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Banking Services Obligations arising under Treasury Management Agreements and Swap Obligations Contracts shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereofa Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Lender or Affiliate of a Lender, as the case may be. Each Lender or Affiliate of a 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 sameAdministrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Collateral Agent Administrative Agent, in their capacities its capacity as such, second; Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders, the Issuing Lender ((including any Letter of Credit Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Cash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due described in this clause Eight and payable to them; Last, the Lenders (other than with respect balance, if any, after the Discharge of Obligations, to Banking Services Obligations and Swap Obligationsthe Borrower or as otherwise required by Law. Subject to Sections 2.24(a), 3.4, 3.5 and ninth3.10, amounts used to ratably pay off any amounts owing by Cash Collateralize the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion Dollar Equivalent of the Obligations owing aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errororder set forth above. Notwithstanding the foregoing, Banking Services Obligations and no Excluded Swap Obligations Obligation of any Guarantor shall be excluded paid with amounts received from the application described above such Guarantor or from any other application of proceeds set forth Collateral in the Loan Documents, if which such Guarantor has granted to the Administrative Agent has not received written notice thereofa Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, together with such supporting documentation as however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent may request, (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the provider allocation of such payments to the satisfaction of the sameObligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After (i) an Event No Loan Party shall have the right to specify the order or the accounts to which Administrative Agent shall allocate or apply any payments required to be made by any Loan Party to Administrative Agent on behalf of Default has occurred and Lenders or otherwise received by Administrative Agent on behalf of Lenders under this Agreement when any such allocation or application is continuing and not specified elsewhere in this Agreement. (ii) the exercise All payments or prepayments to Administrative Agent or any Lender, and proceeds of remedies provided for in this Article VII (or after the Loans have automatically become immediately due Collateral and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any other amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: first, to pay or prepay any fees, indemnities, expense reimbursements or other Obligations then due to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable to the Administrative Agent on account of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders until exhausted in the following order: (A) first, (i) to the Administrative Agent, to pay all fees, costs, expenses and indemnification payments then due to Administrative Agent under the Loan Documents (excluding any Protective Advances made by Administrative Agent) and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP as counsel for certain of the Lenders to pay all amounts then due to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP under the Lender Fee Letter, provided, however, that no payments shall be made under this clause (ii) until all payments then due under clause (i) have the continuing been paid in full; (B) second, pro rata, to Administrative Agent and exclusive right any Lender which has made a Protective Advance, to apply and reverse and reapply pay all Protective Advances held by Administrative Agent or any Lender and all unpaid interest on such Protective Advances; (C) third, pro rata, to the Lenders, according to their respective Percentage Shares of any unsecured portion of the Loans (first to any unsecured portion of the Mid-July Delayed Draw, second to any unsecured portion of the Liquidity Draw, third to any unsecured portion of the Bumped-Over Junior Portion, and fourth to any unsecured portion of the Incremental Delayed Draw, and fifth (on a pari passu basis) to any other unsecured portion of the Loans), to the extent not previously applied as a mandatory prepayment pursuant to Section 2.03(c)(i) hereof, an amount equal to the gross proceeds of the Dutch/Danish Tax Refund actually received by a Borrower or any direct or indirect Subsidiary thereof (whether or not the amount actually applied pursuant to this clause (C) constitutes direct proceeds of the Dutch/Danish Tax Refund) to pay all accrued but unpaid interest and payments fees thereon (including interest at the applicable Default Rate) and then the principal amount thereof; (D) fourth, pro rata, to the Incremental Lenders, according to their respective Percentage Shares of the Incremental Delayed Draw, to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate but excluding any Incremental Delayed Draw Exit Fee) on the Incremental Delayed Draw owing to the Incremental Lenders; (E) fifth, pro rata, to the Incremental Lenders, according to their respective Percentage Shares of the Incremental Delayed Draw, to pay the then Outstanding Amount of the Incremental Delayed Draw, together with the Incremental Delayed Draw Exit Fee payable in respect thereof, on a pari passu basis, until such time as the Outstanding Amount of the Incremental Delayed Draw has been paid in full; (F) sixth, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of the Loans (other than the Junior Portion of the Loan), to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate, any Prepayment Premium and any Make-Whole Amount but excluding any Exit Fee and any Incremental Delayed Draw Exit Fee) on the Loans (other than the Junior Portion of the Loans) owing to Lenders; (G) seventh, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of the Loan (other than the Junior Portion of the Loans), to pay the then Outstanding Amount of the Loan (other than the Junior Portion of the Loan), together with the Exit Fees and any Incremental Delayed Draw Exit Fee payable in respect thereof, on a pari passu basis, until such time as the Outstanding Amount of the Loans (other than the Junior Portion of the Loans) has been paid in full; (H) eighth, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of the Junior Portion of the Loans (other than the Bumped-Over Junior Portion of the Loan), to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate, any Prepayment Premium and any Make-Whole Amount but excluding any Exit Fee and any Incremental Delayed Draw Exit Fee) on the Junior Portion of the Loan (other than the Bumped-Over Junior Portion of the Loan) owing to Lenders; (I) ninth, pro rata, to the Lenders according to their respective Percentage Shares, to pay the Outstanding Amount of the Junior Portion of the Loans (other than the Bumped-Over Junior Portion of the Loan and the Converted Debt Draw portion of the Loan), together with the Exit Fees and any Incremental Delayed Draw Exit Fee payable in respect thereof, on a pari passu basis, until such time as the Outstanding Amount of the Junior Portion of the Loans (other than the Bumped-Over Junior Portion of the Loan and the Converted Debt Draw portion of the Loan) has been paid in full; (J) tenth, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of Bumped-Over Junior Portion of the Loans, to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate, any Prepayment Premium and any Make- Whole Amount but excluding any Exit Fee and any Incremental Delayed Draw Exit Fee) on the Bumped-Over Junior Portion of the Loans owing to Lenders; (K) eleventh, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of Bumped-Over Junior Portion of the Loans, to pay the Outstanding Amount of the Bumped-Over Junior Portion of the Loans, together with the Exit Fees and any Incremental Delayed Draw Exit Fee payable in respect thereof, on a pari passu basis, until such time as the Outstanding Amount of the Bumped-Over Junior Portion of the Loans has been paid in full; and (L) twelfth, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of the Converted Debt Draw portion of the Loan, to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate, any Prepayment Premium and any Make- Whole Amount but excluding any Exit Fee and any Incremental Delayed Draw Exit Fee) on the Converted Debt Draw portion of the Loan owing to Lenders; (M) thirteenth, pro rata, to the Lenders according to their respective Percentage Shares of the then Outstanding Amount of Converted Debt Draw portion of the Loan, to pay the Outstanding Amount of the Converted Debt Draw portion of the Loan, together with the Exit Fees and any Incremental Delayed Draw Exit Fee payable in respect thereof, on a pari passu basis, until such time as the Outstanding Amount of the Converted Debt Draw portion of the Loan has been paid in full; and (N) fourteenth, pro rata, to Administrative Agent and the Lenders, to pay all remaining Credit Outstandings and other Obligations owing to Administrative Agent or any Lenders. In the event that the Borrower does not pay, for any reason or for no reason, at the time, in the order, and in the amount set forth in the clause (E) above, any portion of the Obligations owing Incremental Delayed Draw Exit Fee, then the other Lenders shall, on a pari passu basis and severally but not jointly or jointly and severally, deliver or cause to be delivered any amounts received under the foregoing clauses (F) – (N) to the Administrative Agent and Incremental Lenders. All amounts owing under this Agreement in respect , on a pari basis, up to the amount of such Obligations including feesIncremental Delayed Draw Exit Fee, interest, default interest, interest on interest, expense reimbursements and indemnities, until the Incremental Lenders shall be payable have received in full an amount equal to the Incremental Delayed Draw Exit Fees they would have received in accordance with the foregoing waterfall provisions irrespective of whether a claim clause (E) above, and the Borrowers shall jointly and severally pay to such other Lenders at the time, supplemental amounts, in respect of such addition to the amounts is allowed specified under clauses (F) – (N) or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth otherwise in the Loan Documents, sufficient to fully reimburse or fund such payments made or caused to be made by such other Lenders to the Incremental Lenders under this paragraph. After payment in full of all Obligations (other than unasserted contingent indemnification obligations), any surplus remaining shall be paid to Borrowers or other Persons legally entitled thereto; if any deficiency exists, the Loan Parties shall remain liable to Administrative Agent has not received written notice thereof, together with and Lenders for such supporting documentation as the deficiency. If Administrative Agent may requestor any Lender, from in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of any collateral (including the provider Collateral), Administrative Agent or such Lender, as applicable, shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the samepurchase price or deferring the reduction of the Obligations until the actual receipt by Administrative Agent or such Lender of cash therefor.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings, fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interestbreakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between any Loan Party and indemnitiesany Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), and amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, and to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.018.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 7.03(c), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been paid in full (except contingent indemnification obligations for which a claim has not been made), to the Administrative Agent Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.15, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.2 (or after the Loans Obligations under this Agreement and the other Loan Documents have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.018.2(a)), the Administrative Agent shall apply any amounts received it receives on account of the Obligations shall be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any payment of fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; (b) second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loansfees, fourthindemnities and other reimbursable expenses (other than principal, to ratably pay or prepay all amounts owed to the Issuing Bank(sinterest, and fees) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services the Lenders as required by Section 10.3 and amounts payable under Article III); (c) third, to payment of accrued and unpaid fees and interest on the Loans, ratably among the Lenders in proportion to the amounts described in this Section 8.3(c) payable to them; (d) fourth, to payment of that portion of the Obligations and Swap Obligations)constituting unpaid principal of the Loans, Lender-Provided Swaps, and ninthCash Management Services; (e) fifth, to payment of all other Obligations ratably pay off any amounts owing by among the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have based upon the continuing and exclusive right to apply and reverse and reapply any and respective aggregate amounts of all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable them in accordance with the foregoing waterfall provisions irrespective of whether a claim in respective amounts thereof then due and payable; and (f) last, the balance, if any, to the Borrower or as otherwise required by law. Notwithstanding anything to the contrary set forth above, (i) Excluded Swap Obligations with respect of to any Guarantor shall not be paid with amounts received from such amounts is allowed Guarantor or allowable in any insolvency proceeding. Administrative Agent’s calculation of its Property, 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 8.3; and (g) Obligations arising under Lender-Provided Swaps and Cash Management Services provided by a Lender or Affiliate of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations a Lender other than U.S. Bank or one of its Affiliates shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may requestrequests, from the provider applicable Lender (or Affiliate of a Lender) in accordance with the definition of “Obligations.” Each Affiliate of a Lender 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 sameAdministrative Agent pursuant to Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other Obligations then due counsel and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then due (other than principal, interest, Facility Fees, Commitment Fees and payable to the Administrative Agent on account of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and Fees) payable to the Lenders (including all reasonable fees, expenses and disbursements of any law firm or other than with respect to Banking Services Obligations counsel and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees and Facility Fees, Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender 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 L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and LendersLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized provide Cash Collateral as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (other than principal and the Collateral Agent in their capacities as such, second, to pay or prepay all interest but including Attorney Costs and amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the Administrative Agent respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and LendersL/C Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any treasury management agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to provide Cash Collateral for the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Collateral Agent Administrative Agent, in their capacities its capacity as such, second; Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders, the Issuing Lender ((including any Letter of Credit Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Cash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due described in this clause Eighth and payable to them; Last, the Lenders (other than with respect balance, if any, after the Discharge of Obligations, to Banking Services Obligations and Swap Obligationsthe Borrower or as otherwise required by Law. Subject to Sections 2.24(a), 3.4, 3.5 and ninth3.10, amounts used to ratably pay off any amounts owing by Cash Collateralize the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion Dollar Equivalent of the Obligations owing aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errororder set forth above. Notwithstanding the foregoing, Banking Services Obligations and no Excluded Swap Obligations Obligation of any Guarantor shall be excluded paid with amounts received from the application described above such Guarantor or from any other application of proceeds set forth Collateral in the Loan Documents, if which such Guarantor has granted to the Administrative Agent has not received written notice thereofa Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, together with such supporting documentation as however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent may request, (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the provider allocation of such payments to the satisfaction of the sameObligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (other than principal, interest and Letter of Credit Fees but including without limitation all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other Obligations then due counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then due (other than principal, interest and Letter of Credit Fees) payable to the Administrative Agent on account Lenders including without limitation all reasonable out-of-pocket fees, expenses and disbursements of Protective Advancesany law firm or other counsel payable in accordance with Section 11.2(a) and amounts payable under Section 3.1, thirdSection 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to pay or prepay all amounts then owed to payment of that portion of the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Obligations constituting accrued and unpaid Letter of Credit ObligationsFees and interest on the Loans, fifthLetter of Credit Borrowings and other Obligations ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to ratably pay (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or prepay all interest other amounts owing in respect of any Swap Agreement between any Loan Party or any of its Subsidiaries and fees owed on any Qualifying Swap Provider, to the extent such Swap Agreement is permitted hereunder, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any of its Subsidiaries and any Qualifying Treasury Management Bank, and (d) the Administrative Agent for the account of the Loans, sixthIssuing Bank, to ratably pay or prepay all principal amounts Cash Collateralize that portion of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighthratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to ratably pay the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any other expense reimbursements amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or other Obligations then due and payable expired, such remaining amount shall be applied to the Lenders (other than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Banking Services Secured Swap Obligations and Swap Secured Treasury Management Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereofa Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Qualifying Swap Provider or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Provider or Qualifying Treasury 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 sameAdministrative Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account Agents or either of Protective Advances, thirdthem in their or its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the Administrative Agent 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, L/C Borrowings and LendersSwap Contracts and Treasury Management Agreements between any Loan Party and any Lender or Affiliate of a Lender and to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.1 (or after the Loans Obligations under this Agreement and the other Loan Documents have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the first sentence of Section 7.018.1(a)), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: first: (a) First, to pay or prepay any payment of fees, indemnities, expense reimbursements or reasonable, out-of-pocket expenses and other Obligations then due amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; (b) second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loansfees, fourthindemnities and other reimbursable expenses (other than principal, to ratably pay or prepay all amounts owed to the Issuing Bank(sinterest, LC Fees and commitment fees) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders and the LC Issuer (other than including reasonable fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer as required by Section 9.6 and amounts payable under Article III); (c) third, to payment of accrued and unpaid LC Fees, commitment fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the LC Issuer in respect of the respective amounts described in this Section 8.2(c) payable to them; (d) fourth, to payment of all Obligations ratably among the Lenders, the LC Issuer and any Affiliate of any of the foregoing, including with respect to Banking Services Obligations Lender-Provided Swaps and Swap Obligations)Cash Management Services; (e) fifth, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All for deposit to the Facility LC Collateral Account in an amount equal to the Collateral Shortfall Amount (as defined in Section 8.1(a)), if any; and (f) last, the balance, if any, to the Borrower or as otherwise required by Law; provided, however, that, notwithstanding anything to the contrary set forth above, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts owing under this Agreement in respect of received from such Obligations including feesGuarantor or its assets, interest, default interest, interest on interest, expense reimbursements and indemnities, but appropriate adjustments shall be payable in accordance made with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of to payments from other Loan Parties to preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section 8.2. Notwithstanding the foregoing, Banking Obligations arising under Lender-Provided Swaps and Cash Management Services Obligations and Swap Obligations provided by a Lender or Affiliate of a Lender other than U.S. Bank or one of its Affiliates shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the provider applicable Lender (or Affiliate of a Lender) in accordance with the definition of “Obligations”. Each Affiliate of a Lender 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 sameAdministrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) Except as otherwise provided in Section 11.21, after the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the Loans, sixthObligations 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 Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of fees, premiums and scheduled periodic payments and breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to 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 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 Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighthin each case, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c) and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit 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 than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section 9.03. Notwithstanding the foregoing, Banking Services Obligations arising under Treasury Management Agreements and Swap Obligations Contracts shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Lender (or Affiliate thereof). Each Affiliate of a 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 sameAdministrative Agent pursuant to the terms of Article X hereof as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of any remedies provided for in this Article VII Section 6.01 or Section 6.02 (or after an actual or deemed entry of an order for relief with respect to the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01Borrower or any other Loan Party under any Debtor Relief Law), any amounts received on account of the Obligations shall (including, for the avoidance of doubt, any proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including Collateral consisting of cash) shall, subject to the provisions of Section 2.19, be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, disbursements and other charges of counsel payable under Section 9.04) payable to the Administrative Agent in its capacity as such, including any costs and expenses incurred by the Agent in its capacity as such in connection with the collection, sale, foreclosure or realization or otherwise of Collateral in connection with this Agreement or any other Loan Document or any of the Obligations, the repayment of advances made by the Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with exercise of any right or remedy hereunder or under any other Loan Document; (b) second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Agent and the Collateral Agent Issuing Banks pro rata in their capacities as such, second, accordance with the amounts of Unfunded Advances/Participations owed to pay or prepay all amounts then due and payable to them on the Administrative Agent on account date of Protective Advances, any such distribution); (c) third, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and fees) payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations Issuing Banks (including fees, interest, default interest, interest on interest, expense reimbursements disbursements and indemnities, shall be other charges of counsel payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in Section 9.04) arising under the Loan Documents, if ratably among them in proportion to the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the same.respective amounts described in this clause (c) held by them;

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to each 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 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 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 (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other Obligations then payments, and any interest accrued thereon, due under any Secured Hedge Agreement, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and an Agent, an Arranger, the Bookrunner or a Lender, in each case at the time such applicable Treasury Management Agreement is entered into, or an Affiliate of any of the foregoing, ratably among the Lenders, the L/C Issuer, the Hedge Banks and any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth payable to or held by them and (d) to the Administrative Agent and for the Collateral Agent in their capacities as such, secondaccount of the L/C Issuer, to pay Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Fifth, to the payment of all other Obligations of the Loan Parties owing under or prepay all amounts then in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, third, to pay or prepay all amounts then owed to ratably based upon the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lendersthe 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 Borrowers or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fifth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.18, be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixthindemnities, to ratably pay or prepay all expenses and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services Obligations the respective Lenders and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the Administrative Agent 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, payment of breakage, termination or other payments, and Lenders. All any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender and amounts owing under this Agreement Treasury Management Agreements, ratably among the Lenders (and, in respect the case of such Obligations including feesSwap Contracts, interestAffiliates of Lenders) and the Treasury Management Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, default interestthe balance, interest on interestif any, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation after all of the allocation of amounts under Obligations have been indefeasibly paid in full, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all amounts then due and payable to the Administrative Agent on account payment of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interest(b) payment of breakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between any Loan Party and indemnitiesany Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all amounts then due and payable to the Administrative Agent on account payment of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings, fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; (a) payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interest(b) breakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between any Loan Party and indemnitiesany Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event the acceleration of Default has occurred and is continuing and (ii) the exercise of remedies Obligations as provided for in this Article VII Section 9.02(b) (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, each in their capacities its capacity as such, secondratably among them in proportion to the amounts described in this clause First payable to them; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then due (other than principal, interest and payable to the Administrative Agent on account of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and Fees) payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services Obligations the respective Lenders and Swap Obligationsthe respective L/C Issuers and amounts payable under Article III), and ninthratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings 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, L/C Borrowings, obligations under Swap Contracts between any Loan Party and any Lender of Affiliate of any Lender, obligations under an Treasury Management Agreement between any Loan Party and any Lender of Affiliate of any Lender and to Cash Collateralize the undrawn amounts of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth held by them; 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 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. If at any time after any Obligation shall have been Cash Collateralized no Event of Default shall be continuing, the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with promptly return to the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of Borrower all the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameCash Collateral.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed (other than principal and interest) payable to the Swingline Lender on account of Swingline LoansLenders and the L/C Issuer (including Attorney Costs and amounts payable under Article III), fourthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay or prepay all amounts owed to payment of that portion of the Issuing Bank(s) on account of Obligations constituting accrued and unpaid Letter of Credit ObligationsFees and interest on the Loans and L/C Borrowings and fees, fifthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all interest and fees owed on account payment of that portion of the Loans, sixth, to ratably pay or prepay all Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings and breakage, seventhtermination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any of its Subsidiaries and Swap Bank, payments of amounts due under any Treasury Management Agreement between any Loan Party or any of its Subsidiaries and any Treasury Management Bank, and to provide cash collateral for any outstanding Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (and, in the case of such Swap Contracts or Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit 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 than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Loan Party shall not be paid with amounts received from such Loan Party or its assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samethis Section 9.03.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)Application Event, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or Lender Group Expenses and other Obligations then due amounts (including Attorney Costs and amounts payable under Article III but otherwise excluding principal and interest under the Loans) payable to the Administrative Agent and the Collateral Agent in their capacities its capacity as such; Second, secondto payment of that portion of the Obligations constituting fees, indemnities, Lender Group Expenses and other amounts (including Attorney Costs and amounts payable under Article III but otherwise excluding principal and interest under the Loans), payable to the Lenders 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 Extraordinary Advances; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Extraordinary Advances; Fifth, to pay or prepay interest accrued in respect of the Swing Loans, until paid in full; Sixth, to pay the principal of all Swing Loans, until paid in full; Seventh, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Credit Loans, L/C Borrowings and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, ratably (a) to pay the principal of all Revolving Credit Loans, until paid in full, and (b) to the Administrative Agent, to be held by the Administrative Agent, for the benefit of the L/C Issuers (and for the ratable benefit of each of the Lenders that have an obligation to pay to the Administrative Agent, for the account of an L/C Issuer, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable Law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement with respect to a Letter of Credit as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by the Administrative Agent in respect of such Letter of Credit shall, to the extent permitted by applicable Law, be reapplied pursuant to this Section 8.03, beginning with clause First); Ninth, ratably (a) [reserved], (b) [reserved], and (c) up to the amount (after taking into account any amounts previously paid pursuant to this clause (c) during the continuation of the applicable Application Event) of the most recently established Bank Product Reserve, which amount was established prior to the occurrence of, and not in contemplation of, the subject Application Event, (after taking into account any amounts previously paid pursuant to this clause (c) during the continuation of the applicable Application Event), to (i) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to the Administrative Agent (in form and substance satisfactory to the Administrative Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations (but not in excess of the Bank Product Reserve established for the Bank Product Obligations of such Bank Product Provider), and (ii) with any balance to be paid to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by the Administrative Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable) and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Administrative Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 8.03, beginning with clause First; Tenth, to the payment of all Bank Product Obligations that, in each case, are not covered under clause Ninth above; Eleventh, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, third, to pay or prepay all amounts then owed to ratably based upon the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lendersthe 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 Borrowers or as otherwise required by Law. All Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts owing under this Agreement in respect of received from such Obligations including feesGuarantor or its assets, interest, default interest, interest on interest, expense reimbursements and indemnities, but appropriate adjustments shall be payable in accordance made with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of to payments from other Loan Parties to preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samethis Section 8.03.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (other than principal, interest and Letter of Credit Fees but including without limitation all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other Obligations then due counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then due (other than principal, interest and Letter of Credit Fees) payable to the Administrative Agent on account Lenders including without limitation all reasonable out-of-pocket fees, expenses and disbursements of Protective Advancesany law firm or other counsel and amounts payable under Section 3.1, thirdSection 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to pay or prepay all amounts then owed to payment of that portion of the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Obligations constituting accrued and unpaid Letter of Credit ObligationsFees and interest on the Loans, fifthLetter of Credit Borrowings and other Obligations ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to ratably pay (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or prepay all interest other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and fees owed on (d) the Administrative Agent for the account of the Loans, sixthIssuing Banks, to ratably pay or prepay all principal amounts Cash Collateralize that portion of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighthratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to ratably pay the Borrowers or as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any other expense reimbursements amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or other Obligations then due and payable expired, such remaining amount shall be applied to the Lenders (other than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Credit Party shall not be paid with amounts received from such Credit Party or such Credit Party’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services payments from other Credit Parties to preserve the allocation to Obligations and otherwise set forth above in this Section. Notwithstanding the foregoing, other than in the case of Secured Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations or Secured Treasury Management Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect or any of such Obligations including feesits Affiliates, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Swap Obligations and Swap Secured Treasury Management Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereofa Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury 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 sameAdministrative Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including the reasonable and documented fees, fifthcharges and disbursements of counsel due and owing pursuant to the terms of this Agreement and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Hedging Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)and, and ninthin the case of such Hedging Agreements, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing (other than contingent obligations not yet due and payable) have been paid in full, to the Administrative Agent Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.15, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest errorapplied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Banking Services Obligations arising under any Hedging Agreement or Treasury Management Agreement between any Loan Party and Swap Obligations any Hedge Bank or Treasury Management Bank, as applicable, shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received a written notice thereofregarding such obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the provider applicable Lender or Affiliate of a Lender, as the case may be. Each Affiliate of a 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 sameAdministrative Agent pursuant to the terms of Article X 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 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 in this Section.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services Obligations the respective Lenders and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the Administrative Agent respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans, (b) payment of breakage, termination or other payments, and Lenders. All any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender and (c) payments of amounts owing due under this any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in respect the case of such Obligations including feesSwap Contracts, interestAffiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, default interestthe balance, interest on interestif any, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation after all of the allocation of amounts under Obligations have been indefeasibly paid in full, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings and breakage, interesttermination or other payments, default interestand any interest accrued thereon, interest on interestdue under any Swap Contract between any Loan Party and any Lender, expense reimbursements or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), and indemnitiesto Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations (other than contingent reimbursement or indemnification 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 Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings and breakage, interesttermination or other payments, default interestand any interest accrued thereon, interest on interestdue under any Swap Contract between any Credit Party and any Lender, expense reimbursements or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), and indemnitiesto Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.01 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in Section 7.012.03(g)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.1 (or immediately after the Loans have automatically become immediately due and payable and the Letter an Event of Credit Obligations have automatically been required to be cash collateralized as set forth Default specified in either clause (h) or (i) of Section 7.018.1), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any fees, indemnities, expense reimbursements the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other Obligations then due realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees and other reimbursable expenses of the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (d) fourth, to the fees due and payable under Sections 2.14(b) and (c) of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (e) fifth, to the aggregate outstanding principal amount of the Term Loans (allocated pro rata among the Term Loan Lenders in respect of their Pro Rata Shares), to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure, the Hedging Termination Value of Hedging Obligations owed by a Loan Party to any Lender-Related Hedge Provider (to the extent secured by Liens) and the Bank Product Obligations of the Borrower and its Subsidiaries, until the same shall have been paid in full, allocated pro rata among any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC Exposure, Hedging Obligations and Bank Product Obligations; (f) sixth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent on account pursuant to this Agreement is equal to 102% of Protective Advances, thirdthe LC Exposure after giving effect to the foregoing clause fifth; and (g) to the extent any proceeds remain, to pay the Borrower or prepay all other parties lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts then owed 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. All amounts allocated pursuant to the Swingline Lender on account foregoing clauses third through sixth to the Lenders as a result of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on account their respective Pro Rata Shares; provided, that all amounts allocated to that portion of Letter the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit Obligationspursuant to clause fifth and sixth shall be distributed to the Administrative Agent, fifthrather than to the Lenders, to ratably pay or prepay all interest and fees owed on held by the Administrative Agent in an account in the name of the Loans, sixth, to ratably pay or prepay all principal amounts Administrative Agent for the benefit of the Loans then outstanding, seventh, to provide Issuing Bank and the Revolving Loan Lenders as cash collateral for any outstanding Letters of Creditthe LC Exposure, eighth, such account to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable administered in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameSection 2.22(g).

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.1 (or immediately after the Loans have automatically become immediately due and payable and the Letter an Event of Credit Obligations have automatically been required to be cash collateralized as set forth Default specified in Section 7.01Sections 8.1(g), (h) or (i)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any fees, indemnities, expense reimbursements the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other Obligations then due realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees and other reimbursable expenses of the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (d) fourth, to the fees due and payable under Sections 2.14(b) and (c) of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (e) fifth, to (i) the aggregate outstanding principal amount of the Term Loans (allocated among the Lenders in respect of their Pro Rata Shares), the Revolving Loans and the LC Exposure, (ii) payment of breakage, termination or other amounts owing in respect of any Hedging Obligations between the Borrower or any of its Subsidiaries and any Lender-Related Hedge Provider, to the extent such Hedging Obligations are permitted hereunder, and (iii) payments of amounts due in respect of any Bank Product Obligations between the Borrower or any of its Subsidiaries and any Bank Product Provider, allocated pro rata among any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC Exposure, Hedging Obligations and Bank Product Obligations, until the same shall have been paid in full; (f) sixth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent on account pursuant to this Agreement is equal to one hundred three percent (103.0%) of Protective Advances, thirdthe LC Exposure after giving effect to the foregoing clause fifth; and (g) seventh, to pay or prepay all amounts then owed the extent any proceeds remain, to the Swingline Lender on account Borrower or other parties lawfully entitled thereto. All amounts allocated pursuant to the foregoing clauses third through sixth to the Lenders as a result of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on account their respective Pro Rata Shares; provided, that all amounts allocated to that portion of Letter the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit Obligationspursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, fifthrather than to the Lenders, to ratably pay or prepay all interest and fees owed on held by the Administrative Agent in an account in the name of the Loans, sixth, to ratably pay or prepay all principal amounts Administrative Agent for the benefit of the Loans then outstanding, seventh, to provide Issuing Bank and the Lenders holding Revolving Commitments as cash collateral for any outstanding Letters of Creditthe LC Exposure, eighth, such account to ratably pay any other expense reimbursements or other be administered in accordance with Section 2.22(g). Excluded Swap Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor or its assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section 8.2. Notwithstanding the foregoing, Banking Services Hedging Obligations and Swap Bank Product Obligations shall may be excluded from the application described above or without any other application of proceeds set forth in liability to the Loan DocumentsAdministrative Agent, if the Administrative Agent has not received written notice thereofnotice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Lender-Related Hedge Provider or Bank Product Provider. Each Lender-Related Hedge Provider and Bank Product 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 sameAdministrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of any remedies provided for in this Article VII Section 6.01 or Section 6.02 (or after an actual or deemed entry of an order for relief with respect to the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01Borrower or any other Loan Party under any Debtor Relief Law), any amounts received on account of the Obligations (including, for the avoidance of doubt, any proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including Collateral consisting of cash) shall, subject to the provisions of Section 2.19, be applied by the Agent in the following order: (a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 9.04) payable to the Agent in its capacity as such, including any costs and expenses incurred by the Agent in its capacity as such in connection with the collection, sale, foreclosure or realization or otherwise of Collateral in connection with this Agreement or any other Loan Document or any of the Obligations, the repayment of advances made by the Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with exercise of any right or remedy hereunder or under any other Loan Document; (b) second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); (c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including fees, disbursements and other charges of counsel payable under Section 9.04) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (c) held by them; (d) fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Advances, and on unreimbursed Letter of Credit drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) held by them; (e) fifth, (i) to payment of that portion of the Obligations constituting unpaid principal of the Advances, unreimbursed Letter of Credit drawings and obligations of the Loan Parties or their respective Subsidiaries then arising under Secured Hedging Obligations and Secured Cash Management Obligations and (ii) to Cash Collateralize Letters of Credit in the manner contemplated by Section 6.02 (ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks) in proportion to the respective amounts described in this clause (e) held by them; provided upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the following order: firstpriority of payments set forth in this Section 6.03; (f) sixth, to pay or prepay any fees, indemnities, expense reimbursements or the payment of all other Obligations then due to of the Administrative Agent and Loan Parties owing under or in respect of the Collateral Agent in their capacities as such, second, to pay or prepay all amounts Loan Documents that are then due and payable to the Administrative Agent on account of Protective AdvancesAgent, thirdthe Lenders, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit ObligationsBanks and the other holders or beneficiaries thereof, fifth, to ratably pay or prepay all interest and fees owed on account of based upon the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due and payable owing to the Lenders all of them; and (other than with respect to Banking Services Obligations and Swap Obligations)g) last, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed Borrower or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services Obligations the respective Lenders (including fees and Swap Obligationstime charges for attorneys who may be employees of any Lender) and amounts payable under Article III), and ninthratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the Administrative 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, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of Obligations consisting of liabilities under any Related Credit Arrangement with any Lender or any Affiliate of a Lender party to a Related Credit Arrangement and as to which the Agent and Lenders. All has received notice of the amounts owing owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Credit Arrangement, such payments under this Agreement in respect of such Obligations including fees, interest, default interest, interest clause Fifth to be allocated on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of pro rata basis according to such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation owed as to which the Agent has received such notice; and Last, the balance, if any, after all of the allocation of amounts under Obligations have been indefeasibly paid in full, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.01(e), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Hedge Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Hedge Bank, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Cash Management Agreement between any Loan Party and any Lender, or any Hedge Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Hedge Banks) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Secured Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3), in each case payable to the Collateral Administrative Agent in their capacities its capacity as such, second; Second, to pay the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts, payable to the Lenders (including fees, charges and disbursements of counsel to the Lenders 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 the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations of the Loan Parties owing under or prepay all amounts then in respect of the Loan Documents that are due and payable to the Administrative Agent Secured Parties, or any of them, on account of Protective Advancessuch date, third, to pay or prepay all amounts then owed to ratably based on the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations owing to the Administrative Agent Secured Parties on such date; and Lenders. All amounts owing under this Agreement in respect Last, to the extent of any excess of such Obligations including feesproceeds, interestthe balance, default interestif any, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation after all of the allocation of amounts under Secured Obligations (other than unasserted contingent, indemnification or expense reimbursement obligations in each case not yet due and payable) have been paid in full, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Swap Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Obligations)Banks or Treasury Management Banks, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent as applicable) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.14, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Collateral Agent Administrative Agent, in their capacities its capacity as such, second; Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders, the Issuing Lender ((including any Letter of Credit Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Cash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due described in this clause Eighth and payable to them; Last, the Lenders (other than with respect balance, if any, after the Discharge of Obligations, to Banking Services Obligations and Swap Obligationsthe Borrower or as otherwise required by Law. Subject to Sections 2.24(a), 3.4, 3.5 and ninth3.10, amounts used to ratably pay off Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing be applied to the Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errororder set forth above. Notwithstanding the foregoing, Banking Services Obligations and no Excluded Swap Obligations Obligation of any Guarantor shall be excluded paid with amounts received from the application described above such Guarantor or from any other application of proceeds set forth Collateral in the Loan Documents, if which such Guarantor has granted to the Administrative Agent has not received written notice thereofa Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, together with such supporting documentation as however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent may request, (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the provider allocation of such payments to the satisfaction of the sameObligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all amounts then due and payable to the Administrative Agent on account payment of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interest(b) payment of breakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between any Loan Party and indemnitiesany Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the 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 Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.01)8.02) and irrespective of any other provision of any Loan Document to the contrary, any amounts (including cash, equity securities, debt securities or any other property; provided that if any such amounts are not in the form of cash, then the amount of such securities or other property applied to each of clauses First through Last below shall be an amount with a fair market value equal to the stated amount required to be applied pursuant to each such clause) received on account of the Obligations or in consideration of any waiver of any rights to receive any payment of the Obligations (whether received as a consequence of the exercise of such remedies or as a distribution out of any proceeding in respect of or commenced under any Insolvency or Liquidation Proceeding including payments in respect of “adequate protection” for the use of Collateral during such proceeding or under any Plan of Reorganization or on account of any liquidation of any Loan Party) shall be turned over to the Administrative Agent (to the extent not received directly by the Administrative Agent) and applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Collateral Agent Revolving Credit Lenders, Swing Line Lender and L/C Issuers (in their capacities as such) (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), secondratably among them in proportion to the amounts described in this clause Second payable to them (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; Third, to pay 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; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Credit Loans and L/C Borrowings, ratably among the Revolving Credit Lenders in proportion to the respective amounts described in this clause Fourth payable to them (irrespective of when such amounts were incurred or prepay accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; Fifth, to payment of that portion of the Obligations constituting (i) unpaid principal of the Revolving Credit Loans and L/C Borrowings and (ii) amounts owing in respect of Cash Management Obligations, ratably among the Revolving Credit Lenders and Cash Management Banks in proportion to the respective amounts described in this clause Fifth held by them (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until such amounts are paid in full; Sixth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to any other Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Sixth payable to them (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until such amounts are paid in full; Seventh, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Seventh payable to them (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; Eighth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans and the Swap Termination Value under Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Eighth held by them; Ninth, to the payment of all amounts then other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, third, to pay or prepay all amounts then owed to ratably based upon the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lendersthe other Secured Parties on such date (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; 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. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Third above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest errorapplied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. Notwithstanding In furtherance of the foregoing, Banking Services Obligations each Secured Party hereby agrees that it will not support or agree to any Non-Conforming Plan of Reorganization. The parties to each Loan Document (including each Loan Party) irrevocably agree that this Agreement (including the provisions of this Section 8.03) constitutes a “subordination agreement” within the meaning of both New York law and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider Section 510(a) of the sameBankruptcy Code, and that the terms hereof will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency or Liquidation Proceeding.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interest(b) payment of breakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between any Loan Party and indemnitiesany Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the 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 Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02): (a) Subject to clauses (b), (c) and (d) below, any amounts received by the Administrative Agent (or, to the extent that any Collateral Document requires proceeds of collateral under such Collateral Document to be applied in accordance with the provisions of this Agreement, the collateral agent, mortgagee, security trustee, pledgee or other secured party under such Collateral Document) on account of the Obligations (including upon any sale or other Disposition of any Collateral or any distribution under a proceeding under any Debtor Relief Laws with respect to any Loan Party), shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or prepay all among, as applicable, the Administrative Agent and the L/C Issuers pro rata in accordance with the amounts then of Unfunded Advances/Participations owed to them on the Swingline Lender on account date of Swingline Loans, fourthany such distribution); Third, to ratably pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts owed to the Issuing Bank(s) on account of (other than principal, interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuers (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Third payable to them; Fourth, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Secured Swap Contracts, Affiliates of Lenders) and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Secured Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Secured Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Secured Swap Contracts and Swap Obligations)Secured Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuers in proportion to the continuing respective amounts described in this clause Fifth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law. (b) Notwithstanding the foregoing provisions of this Section 9.03, to the extent monies or proceeds to be applied pursuant to clause (a) above consist of proceeds received under any Foreign Collateral Document or are otherwise received from any Foreign Loan Party, such proceeds will be applied as otherwise required in clause (a) above solely to the Foreign Obligations (as if each reference in said clause to “Obligations” were to “Foreign Obligations”). (c) Notwithstanding the foregoing provisions of this Section 9.03, the Administrative Agent may in its sole discretion (and, at the request of the Required Lenders, shall) apply any amounts described in clause (a) above, to the extent representing proceeds under any U.S. Collateral Document or otherwise received from any Domestic Loan Party (a) first, to the Direct U.S. Loan Party Obligations as provided in the First, Second, Third, Fourth and LendersFifth clauses thereof (as if each reference in said clauses to “Obligations” were to “Direct U.S. Loan Party Obligations”) and (b) second, after repayment in full of all Direct U.S. Loan Party Obligations, to all other Obligations as provided in the First, Second, Third, Fourth and Fifth clauses thereof. (d) Notwithstanding the foregoing provisions of this Section 9.03, to the extent monies or proceeds to be applied pursuant to clause (a) above consist of proceeds received from a sale or other Disposition of Excess Foreign Entity Stock, such proceeds will be applied as otherwise required in clause (a) above solely to the Foreign Obligations (as if each reference in said clause to “Obligations” were to “Foreign Obligations”). All amounts owing under this Agreement in respect In determining whether any Excess Foreign Entity Stock has been sold or otherwise Disposed of, the Administrative Agent shall treat any sale or Disposition of Equity Interests or CPECs of any First Tier Foreign Subsidiary or Foreign Holdco as first being a sale of Equity Interests or CPECs which are not Excess Foreign Entity Stock until such Obligations including feestime as the Equity Interests or CPECs sold represent 65% of the Equity Interests or CPECs of the respective First Tier Foreign Subsidiary or Foreign Holdco and, interestafter such threshold has been met, default interest, interest on interest, expense reimbursements and indemnities, any further sales of Equity Interests or CPECs of the respective First Tier Foreign Subsidiary or Foreign Holdco shall be payable in accordance with treated as sales of Excess Foreign Entity Stock. Subject to Section 2.03(c), amounts used to Cash Collateralize the foregoing waterfall provisions irrespective aggregate undrawn amount of whether a claim in respect Letters of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation Credit pursuant to clause Fifth of the allocation of amounts under the foregoing clauses clause (a) above shall be conclusive and binding upon Secured Parties absent manifest errorapplied 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, Banking Services Obligations arising under Secured Treasury Management Agreements and Secured Swap Obligations Contracts shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider Lender or Affiliate of a Lender party to such Secured Treasury Management Agreement or such Secured Swap Contract, as the case may be. Each holder of any such Obligations arising under Secured Swap Contracts or Secured Treasury Management Agreements 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 sameAdministrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if it were a “Lender” party hereto. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, in no circumstances shall proceeds of any Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Obligations under Secured Swap Contracts. Notwithstanding any contrary provisions in any Loan Document, all references in the Loan Documents to payments, proceeds, liabilities, Obligations, Loans, fees, collections, Guarantees, Collateral, security interests, pledges, and any other arrangement affecting the payment obligations of the Borrowers and the other Loan Parties to the Administrative Agent, the Lenders and the other Secured Parties, shall, in the case of and as applied to any Foreign Loan Party, only relate to the Foreign Obligations, such that no payments received from, or collections on account of the property or assets of, a Foreign Loan Party (or rights to such receipt or such collection) shall be applied to any Direct U.S. Loan Party Obligations, it being the intention of the parties hereto to avoid adverse tax consequences for any Domestic Loan Party due to the application of Section 956 of the Internal Revenue Code. All provisions contained in any Loan Document shall be interpreted consistently with this Section 9.03 to the extent possible, and where such other provisions conflict with the provisions of this Section 9.03, the provisions of this Section 9.03 shall govern.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in their capacities its capacity as such, second; Second, to pay 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 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 constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such Swap Contracts, Swap Banks) 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 accrued and unpaid principal of the Loans, (b) payment of breakage, termination or prepay other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank and (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all amounts then other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent on account of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have on such date, ratably based upon the continuing and exclusive right to apply and reverse and reapply any and respective aggregate amounts of all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lendersthe Lenders 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. All Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts owing under this Agreement in respect of received from such Obligations including feesGuarantor or such Guarantor’s assets, interest, default interest, interest on interest, expense reimbursements and indemnities, but appropriate adjustments shall be payable in accordance made with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of to payments from other Loan Parties to preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samethis Section.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other Obligations then due counsel and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent Agent, in their capacities each case in its capacity as such, second; Second, to pay or prepay all amounts then due and payable to the Administrative Agent on account payment of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (including all reasonable fees, expenses and disbursements of any law firm or other than with respect to Banking Services Obligations counsel and Swap Obligationsamounts payable under Article III), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender 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 L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and LendersLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3), in each case payable to the Collateral Administrative Agent in their capacities its capacity as such; Second, second[reserved]; Third, to pay the extent of any excess of such proceeds, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts, payable to the Credit Parties (including fees, charges and disbursements of counsel to the respective Credit Parties and amounts payable under Article 3), ratably among them in proportion to the respective amounts described in this clause Third payable to them; Fourth, to the extent of any excess of such proceeds, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Credit Parties in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to the extent of any excess of such proceeds, to the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Credit Parties in proportion to the respective amounts described in this clause Fifth held by them; Sixth, [reserved]; Seventh, to the extent of any excess of such proceeds, to the payment of all other Obligations of the Loan Parties owing under or prepay all amounts then in respect of the Loan Documents that are due and payable to the Administrative Agent Credit Parties, or any of them, on account of Protective Advancessuch date, third, to pay or prepay all amounts then owed to ratably based on the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent Credit Parties on such date; Eighth, [reserved]; and Lenders. All amounts owing under this Agreement in respect Last, to the extent of any excess of such Obligations including feesproceeds, interestthe balance, default interestif any, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation after all of the allocation of amounts under Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable) have been paid in full, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuers (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the respective L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuers in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender,(c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuers in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.1 (or immediately after the Loans have automatically become immediately due and payable and the Letter an Event of Credit Obligations have automatically been required to be cash collateralized as set forth Default specified in either clause (g) or (h) of Section 7.018.1), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any fees, indemnities, expense reimbursements the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other Obligations then due realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees and other reimbursable expenses of the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (d) fourth, to the fees due and payable under Sections 2.14(b) and (c) of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (e) fifth, to (i) the aggregate outstanding principal amount of the Term Loans, the Acquisition Revolving Loans, the Working Capital Revolving Loans, and the LC Exposure (allocated among the Lenders in respect of their Pro Rata Shares), (ii) payment of breakage, termination or other amounts owing in respect of any Hedging Obligations between the Loan Parties and any of their Subsidiaries and any Lender-Related Hedge Provider, to the extent that such Hedging Obligations are permitted hereunder (allocated among the Lender-Related Hedge Providers in respect of their Pro Rata Shares of such Hedging Obligations), (iii) payments of amounts due in respect of any Bank Product Obligations between the Loan Parties and any of their Subsidiaries and any Bank Product Provider, allocated pro rata among any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate amount of such Hedging Obligations and Bank Product Obligations; (f) sixth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent on account pursuant to this Agreement is equal to one hundred five percent (105.0%) of Protective Advances, thirdthe LC Exposure after giving effect to the foregoing fifth clause; and (g) to the extent any proceeds remain, to pay the Borrower or prepay all other parties lawfully entitled thereto. All amounts then owed allocated pursuant to the Swingline Lender on account foregoing third through sixth clauses to the Lenders as a result of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on account their respective Pro Rata Shares; provided, that, all amounts allocated to that portion of Letter the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit Obligationspursuant to the fifth and sixth clauses above shall be distributed to the Administrative Agent, fifthrather than to the Lenders, to ratably pay or prepay all interest and fees owed on held by the Administrative Agent in an account in the name of the Loans, sixth, to ratably pay or prepay all principal amounts Administrative Agent for the benefit of the Loans then outstanding, seventh, to provide Issuing Bank and the Revolving Loan Lenders as cash collateral for any outstanding Letters of Creditthe LC Exposure, eighth, such account to ratably pay any other expense reimbursements or other be administered in accordance with Section 2.22(g). Excluded Swap Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor or its assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services payments from other Loan Parties to preserve the allocation to Obligations and Swap Obligationsotherwise set forth above in this Section 8.2. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing Notwithstanding anything to the Administrative Agent and Lenders. All amounts owing under this Agreement contrary in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Hedging Obligations and Swap Bank Product Obligations shall may be excluded from the application described above or without any other application of proceeds set forth in liability to the Loan DocumentsAdministrative Agent, if the Administrative Agent has not received written notice thereofnotice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Lender-Related Hedge Provider or Bank Product Provider. Each Lender-Related Hedge Provider and Bank Product 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 sameAdministrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) In the exercise of remedies provided for in this Article VII (event that all the Obligations shall have become or after the Loans have automatically become immediately been declared due and payable pursuant to the terms of Section 9.02 hereof, the Lenders agree, by and among themselves (and, with respect to subsection (f) below, with the Borrower), that any funds received from or on behalf of the Borrower (pursuant to the provisions of Section 9.03 or otherwise) by the Agent or any of the Lenders (except funds retained by any Lender pursuant to the terms of Section 11.01 hereof) shall be remitted to the Agent, if received by any Lender, and applied by the Agent (in the case of subsections (c), (d) and (e) below), on a pro rata basis among the Lenders in accordance with their respective percentages of the Loans outstanding at the time of such declaration in the following manner and order: (a) first, to pay to or reimburse the Agent for any out-of-pocket expenses for which it is entitled to be paid or reimbursed pursuant to the provisions of Section 13.03 hereof; (b) second, to reimburse any of the Lenders pursuant to the provisions of Section 13.03 hereof; (c) third, to payment of accrued and unpaid interest due on the Notes; (d) fourth, to payment of the outstanding principal of the Notes; (e) fifth, to payment in full of all the remaining Obligations (other than Facility Letter of Credit Obligations and Rate Hedging Obligations); (f) sixth, if any Facility Letter of Credit remains outstanding, the Agent shall retain in the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: first, to pay or prepay any fees, indemnities, expense reimbursements or other Obligations then due Collateral Account an amount equal to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay aggregate face amount of all amounts then due and payable to the Administrative Agent on account outstanding Facility Letters of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(sCredit; (g) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters payment in full of Credit, all remaining Rate Hedging Obligations PARI PASSU among those Lenders to whom such Rate Hedging Obligations are owed; and (h) eighth, any remainder, including any funds no longer required to ratably pay any other expense reimbursements or other Obligations then due and payable remain on deposit pursuant to the Lenders subsection (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion f) of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnitiessection, shall be payable in accordance with returned to the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed Borrower or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by applicable law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other Obligations then due counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including all reasonable fees, expenses and disbursements of any law firm or prepay all other counsel to the respective Lenders and the respective L/C Issuers and amounts then owed payable under Article III), ratably among the Lenders 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, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender on account of Swingline Loans, fourthand the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to ratably pay (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or prepay all other amounts owed owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Issuing Bank(sextent such Swap Contract is permitted hereunder, (c) on account payments of Letter amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of Credit Obligations, fifth, to ratably pay or prepay all interest a Lender and fees owed on (d) the Administrative Agent for the account of the Loans, sixthapplicable L/C Issuers, to ratably pay or prepay all principal amounts Cash Collateralize that portion of the Loans then outstanding, seventh, to provide cash collateral for any outstanding L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, ratably among such parties in proportion to ratably pay any other expense reimbursements or other Obligations then due and the respective amounts described in this clause Fourth payable to them; and Last, the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)balance, and ninthif any, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrowers or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other Obligations then due counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including all reasonable fees, expenses and disbursements of any law firm or prepay all other counsel to the respective Lenders and the respective L/C Issuers and amounts then owed payable under Article III), ratably among the Lenders 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, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender on account of Swingline Loans, fourthand the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to ratably pay (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or prepay all other amounts owed owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Issuing Bank(sextent such Swap Contract is permitted hereunder, and (c) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on the Administrative Agent for the account of the Loans, sixthapplicable L/C Issuers, to ratably pay or prepay all principal amounts Cash Collateralize that portion of the Loans then outstanding, seventh, to provide cash collateral for any outstanding L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighthratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to ratably pay the Borrowers 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 Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any other expense reimbursements amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or other Obligations then due and payable expired, such remaining amount shall be applied to the Lenders (other than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Credit Party shall not be paid with amounts received from such Credit Party or such Credit Party’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Credit Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samethis Section.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Term Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Term Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 7.02(f), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations including feesconstituting unpaid principal of the Term Loans and breakage, interesttermination or other payments, default interestand any interest accrued thereon, interest on interestdue under any Swap Contract between any Credit Party and any Lender, expense reimbursements and indemnitiesor any Affiliate of a Lender, shall be payable to the extent such Swap Contract is permitted by Section 7.02(f), ratably among the Lenders (and, in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts is allowed or allowable described in any insolvency proceeding. Administrative Agent’s calculation this clause Fourth held by them; and Last, the balance, if any, after all of the allocation of amounts under Obligations have been indefeasibly paid in full in cash, to the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above Borrower or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer subject to Section 11.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.01(e), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.01(e), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been Fully Satisfied, to the Administrative Agent and LendersParent or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest errorapplied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Banking Services Obligations arising under Treasury Management Agreements and Swap Obligations Contracts shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider Lender or Affiliate of a Lender party to such Treasury Management Agreement or such Swap Contract, as the case may be. Each holder of any such Obligations arising under Swap Contracts or Treasury Management Agreements that is 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 sameAdministrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed (other than principal and interest) payable to the Swingline Lender on account Lenders and the L/C Issuer (including fees, charges and disbursements of Swingline Loanscounsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), fourthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or prepay all amounts owed any Affiliate of a Lender, to the Issuing Bank(sextent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) on account of Letter of Credit Obligations, fifthand the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all interest and fees owed on account (a) payment of that portion of the Loans, sixth, to ratably pay or prepay all Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event No Loan Party shall have the right to specify the order or the accounts to which Administrative Agent shall allocate or apply any payments required to be made by any Loan Party to Administrative Agent on behalf of Default has occurred and the Lenders or otherwise received by Administrative Agent on behalf of the Lenders under this Agreement when any such allocation or application is continuing and not specified elsewhere in this Agreement. (ii) All payments or prepayments to any Agent or any Lender, and all proceeds of the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due Collateral and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any other amounts received on account of the Obligations shall be applied by the Administrative Agent until exhausted in the following order: : (A) first, to each Agent, to pay or prepay any all fees, indemnitiescosts, expense reimbursements or other Obligations expenses and indemnification payments then due to such Agent under the Administrative Loan Documents (excluding all Protective Advances made by such Agent); (B) second, pro rata, to each Agent and the Collateral Agent in their capacities as such, secondany Lender which has made a Protective Advance, to pay all Protective Advances held by such Agent or prepay any Lender and all amounts then due and payable to the Administrative Agent unpaid interest on account of such Protective Advances, ; (C) third, to pay or prepay all amounts then owed to interest accrued in respect of the Swingline Lender on account of Swingline Swing Loans, until paid in full; (D) fourth, to ratably pay or prepay the principal of all amounts owed Swing Loans, until paid in full; (E) fifth, pro rata, to the Issuing Bank(sLenders according to their respective Percentage Shares, to pay all accrued but unpaid interest and fees (including interest at the applicable Default Rate and any Make-Whole Amounts) on account the Loans (other than Swing Loans) owing to Lenders; (F) sixth, pro rata, to the Lenders according to their respective Percentage Shares, to pay the Outstanding Amount of the Loans (other than Swing Loans) until such time as the Outstanding Amount of the Loans have been Paid in Full; (G) seventh, pro rata, to each Agent and the Lenders, to pay all remaining Credit Outstandings and other Obligations (other than Swing Loans) owing to each Agent or any Lenders; (H) eighth, pro rata, to the Revolver Lenders according to their respective Percentage Shares, to provide Cash Collateral to secure any and all Letter of Credit ObligationsLiability, fifthReimbursement Obligations and future payment of related fees, as provided for in Section 2.01(c); and (I) ninth, pro rata, to ratably pay or prepay all interest each Agent and fees owed on account of the Loans, sixthLenders, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or remaining Credit Outstandings and other Obligations then due and payable owing to the Lenders each Agent any Lender. After payment in full of all Obligations (other than with respect to Banking Services Obligations and Swap Unasserted Obligations), any surplus remaining shall be paid to Borrowers or other Persons legally entitled thereto; if any deficiency exists, Borrowers shall remain liable to the Agents and ninthLenders for such deficiency. If any Agent or any Lender, to ratably pay off in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any amounts owing by purchaser at any sale of any collateral (including the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Collateral), such Agent and the Lenders or such Lender, as applicable, shall have the continuing and exclusive right to apply and reverse and reapply option, exercisable at any and all such proceeds and payments to any portion time, of either reducing the applicable Obligations by the principal amount of the Obligations owing to purchase price or deferring the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation reduction of the allocation applicable Obligations until the actual receipt by such Agent or such Lender of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samecash therefor.

Application of Funds. After (iSubject to Section 2.3(a)(ii) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any 8.2 hereof all amounts received on account of by Lender from the Obligations Lockbox Account shall be applied by Lender on a weekly basis beginning on the Administrative Agent last Business Day of each week in the following order: firstorder of priority (A) First, to pay or prepay any the payment of all expenses, fees, indemnitiesProtective Advances, expense reimbursements or costs and other Obligations charges allocated by Lender in respect of the Receivables Loan; (B) Second, towards the payment of accrued and unpaid interest then due to and payable, if any, at the Administrative Agent Default Rate in respect of the Receivables Loan, (C) Third, towards the payment of all other accrued and the Collateral Agent in their capacities as suchunpaid interest, secondif any, to pay or prepay all amounts then due and payable in respect of the Receivables Loan, (D) Fourth, to the Administrative Agent on account payment of the principal amount of the Receivables Loan, (E) Fifth, to the payment of all expenses, fees, Protective Advances, third, to pay or prepay all amounts then owed to the Swingline costs and other charges allocated by Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account in respect of the LoansInventory Loan; (F) Sixth, sixthtowards the payment of accrued and unpaid interest then due and payable, to ratably pay or prepay all principal amounts if any, at the Default Rate in respect of the Loans then outstandingInventory Loan, seventh(G) Seventh, to provide cash collateral for any outstanding Letters towards the payment of Creditall other accrued and unpaid interest, eighthif any, to ratably pay any other expense reimbursements or other Obligations then due and payable in respect of the Inventory Loan, (H) Eighth, to the Lenders payment of the principal amount of the Inventory Loan, (I) Ninth, to the payment of all other than Obligations in such order as determined by Lender in its sole discretion, and (J) Tenth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same, provided that if any Obligations shall not have been paid in full, any such surplus shall continue to be held as Collateral hereunder and shall continue to be subject to the terms and conditions hereof until such Obligations shall have been paid in full and such surplus may be used by Lender to pay any such Obligations which from time to time become due and payable. If the amount of funds received by Lender from the Lockbox Agent with respect to Banking Services Obligations and Swap Obligations), and ninth, any week is insufficient to ratably pay off any in full the amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion provided for in clauses (A) through (F) of the Obligations owing preceding sentence for such week, without notice or demand, Borrower shall pay the difference to Lender within the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation first seven (7) days of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the samenext succeeding week.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Swap Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Obligations)Banks or Treasury Management Banks, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent as applicable) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations due and owing have been paid in full (other than contingent indemnification and similar Obligations to the Administrative Agent extent no claim giving rise thereto has been asserted), to the Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.14, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Rate Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Rate Hedging Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Rate Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)and, and ninthin the case of such Rate Hedging Agreements, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges 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 respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 7.03(c), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect including fees, charges and disbursements of counsel to Banking Services Obligations the respective Lenders and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank ratably among the Lenders (and, in the case of such Swap Contracts, Swap Banks) in proportion to the Administrative Agent respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans, (b) payment of breakage, termination or other payments, and Lenders. All any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank and (c) payments of amounts owing due under this any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, ratably among the Lenders (and, in respect the case of such Swap Contracts, and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations including feeshave been indefeasibly paid in full, interestto 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 such Guarantor’s assets, default interest, interest on interest, expense reimbursements and indemnities, but appropriate adjustments shall be payable in accordance made with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of to payments from other Loan Parties to preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services to Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds otherwise set forth above in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the same.this Section. ARTICLE X.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of any remedies provided for in this Article VII Section 7.01 (or after an actual or deemed entry of an order for relief with respect to Holdings, the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01Borrower or any other Loan Party under any Debtor Relief Law), any amounts received on account of the Obligations shall (including, for the avoidance of doubt, any proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including Collateral consisting of cash) shall, subject to any contrary provisions expressly set forth in the Leidos/Spinco Intercreditor Agreement, be applied by the Administrative Agent in the following order: : (a) first, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, disbursements and other charges of counsel payable under Section 9.04) payable to the Administrative Agent and the Collateral Agent in their capacities its capacity as such, including any costs and expenses incurred by the Agent in its capacity as such in connection with the collection, sale, foreclosure or realization or otherwise of Collateral in connection with this Agreement or any other Loan Document or any of the Obligations, the repayment of advances made by the Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with exercise of any right or remedy hereunder or under any other Loan Document; (b) second, to pay payment in full of Unfunded Loans; (c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders (including fees, disbursements and other charges of counsel payable under Section 9.04) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (c) held by them; (d) fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (d) held by them; (e) fifth, subject to Section 7.04(a), to payment of that portion of the Obligations constituting unpaid principal of the Loans and obligations of the Loan Parties then arising under Secured Hedging Obligations, Secured Cash Management Obligations, Secured Additional Letter of Credit Facility Obligations and Secured Designated Indebtedness Obligations (ratably among the Lenders, the Hedge Banks, [[▇▇▇▇▇▇▇]] the Cash Management Banks, Secured Additional Letter of Credit Facility Providers and Secured Designated Indebtedness Holders or prepay the Designated Representative thereof for the benefit of the Secured Designated Indebtedness Holders) in proportion to the respective amounts described in this clause (e) held by them (for the avoidance of doubt, Obligations shall not include Secured Hedging Obligations, Secured Cash Management Obligations, Secured Additional Letter of Credit Facility Obligations and Secured Designated Indebtedness Obligations so long as such obligations are secured and guaranteed (other than Secured Designated Indebtedness Obligations, which shall not be guaranteed) pursuant to the Leidos Security and Guarantee Documents); (f) sixth, to the payment of all amounts other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent on account of Protective AdvancesAgent, thirdthe Lenders and the other holders or beneficiaries thereof, to pay or prepay all amounts then owed to ratably based upon the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due and payable owing to the Lenders all of them; and (other than with respect to Banking Services Obligations and Swap Obligations)g) last, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed Borrower or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and Fees) payable to the Lenders and the L/C Issuer (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Table of Contents Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(e), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings, interest(b) payment of breakage, default interesttermination or other payments, and any interest on interestaccrued thereon, expense reimbursements due under any Swap Contract between the Borrower or any Subsidiary and indemnitiesany Lender or any Affiliate of a Lender to the extent such Swap Contract is permitted by Section 8.03(e), (c) payments of amounts due under any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 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 Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.14, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender, but expressly excluding any amounts due in connection with respect to Banking Services Obligations any Swap Contracts that constitute a portion of the Obligations) and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting interest on the Loans and other Obligations (other than Obligations related to Swap Contracts), ratably among the Lenders in proportion to the Administrative Agent and Lenders. All respective amounts owing under described in this Agreement in respect clause Third payable to them; Fourth, to payment of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation that portion of the allocation Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to any counterparties under any Swap Contracts constituting a portion of the foregoing clauses shall be conclusive Obligations, any amounts due and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above owing by any Loan Party or any other application of proceeds set forth Subsidiary thereof under such Swap Contracts ratably among such counterparties in proportion to the net obligations due and owing by any Loan DocumentsParty or any Subsidiary thereof under such Swap Contracts; and Last, the balance, if the Administrative Agent has not received written notice thereofany, together with such supporting documentation as the Administrative Agent may request, from the provider after all of the sameObligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting reasonable fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting reasonable fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuers (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuers in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and, in the case of such Swap Contracts and Swap Obligations)Treasury Management Agreements, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuers in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and LendersBorrower or as otherwise required by Law. All Subject to Section 2.03(c), amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), 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: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including the reasonable and documented fees, fifthcharges and disbursements of counsel due and owing pursuant to the terms of this Agreement and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Hedging Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and Swap Obligations)and, and ninthin the case of such Hedging Agreements, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing (other than contingent obligations not yet due and payable) have been paid in full, to the Administrative Agent Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and Lenders. All 2.15, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest errorapplied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Banking Services Obligations arising under any Hedging Agreement or Treasury Management Agreement between any Loan Party and Swap Obligations any Hedge Bank or Treasury Management Bank, as applicable, shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received a written notice thereofregarding such obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the provider applicable Lender or Affiliate of a Lender, as the case may be. Each Affiliate of a 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 same.Administrative Agent pursuant to the terms of Article X 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 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 in this Section. ARTICLE X ADMINISTRATIVE AGENT

Application of Funds. (a) After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 8.02 (or after the Revolving Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in the proviso to Section 7.018.02), any amounts received on account of the Obligations Revolving Loans or amounts received from the collection or disposition of Crops or accounts shall be applied by the Administrative Agent Bank in the following order: firstFirst, to pay or prepay any payment of fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including Attorney Costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due payable under Article III) (other than principal and interest) payable to the Administrative Agent on account of Protective Advances, thirdBank; Second, to pay or prepay all amounts then owed payment of accrued and unpaid interest on the Revolving Loans; Third, to payment of unpaid principal of the Revolving Loans; Fourth, to the Swingline Lender on account payment of Swingline Loans, fourthSwap Obligations; Fifth, to ratably pay or prepay the payment of any unpaid Obligations set forth in this Section 8.03(a) in accordance with Section 8.03(b) below; and Last, the balance, if any, after all amounts owed of the foregoing and any other Obligations have been indefeasibly paid in full, to the Issuing Bank(sBorrower or as otherwise required by Law. (b) on account After the exercise of Letter of Credit Obligationsremedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), fifth, to ratably pay or prepay all interest and fees owed any amounts received on account of the Loans, sixthTerm Loans or amounts received from the disposition of the Real Estate and related property (other than Crops or accounts) shall be applied by the Bank in the following order: First, to ratably pay or prepay all payment of fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect Bank; Second, to Banking Services Obligations payment of accrued and unpaid interest on the Term Loans; Third, to payment of unpaid principal of the Term Loans; Fourth, to the payment of Swap Obligations), and ninth; Fifth, to ratably pay off the payment of any amounts owing by the Borrowers with respect to Banking Services unpaid Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under set forth in this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable Section 8.03(b) in accordance with Section 8.03(a) above; and Last, the balance, if any, after all of the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth Obligations have been indefeasibly paid in full, to the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation Borrower or as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the any exercise of remedies provided for in accordance with the provisions of Section 8.02 of this Article VII Agreement (or after the Loans have automatically become immediately due and payable and the Letter of Credit LC Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in required by Section 7.018.02(b)(ii)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due to the Administrative Agent amounts (including attorney costs and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Section 3.07 of this Agreement) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all amounts then owed to the Swingline Lender on account payment of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including attorney costs and Swap Obligationsamounts payable under Section 3.07 of this Agreement), and ninthratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and LC Borrowings, ratably among the Lenders in proportion to the Administrative 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 LC Borrowings and (b) the Agent for the account of the LC Issuer, to provide Cash Collateral for that portion of the LC Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of that portion of the Obligations arising out or pertaining to any Hedging Agreements to which a Lender or any Affiliate of a Lender is a party and Lendersto that portion of the Obligations payable to any Lender and described in clause (d) of the definition herein of Obligations; Sixth, to payment of all other Obligations not specifically enumerated above; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law. All amounts owing under this Agreement in respect Amounts used to provide Cash Collateral for the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.15 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.15), any amounts received on account of the Obligations shall shall, subject to Section 2.17(d), be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourthinterest, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit ObligationsFees and Commitment Fees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Credit Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees, sixthCommitment Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such Swap Contracts, Swap Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, to provide cash collateral for termination or other payments, and any outstanding interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Swap Bank, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit 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 than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section. 115 CHAR1\1550647v12 Notwithstanding the foregoing, Banking Services Obligations arising under Treasury Management Agreements and Swap Obligations Contracts shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereofa Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury 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 sameAdministrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and or the Collateral Agent in their capacities as such, second; Second, to pay or prepay all amounts then due and payable to the Administrative Agent on account payment of Protective Advances, third, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account that portion of the LoansObligations constituting fees, sixth, to ratably pay or prepay all indemnities and other amounts (other than principal amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and interest) payable to the Lenders (other than with respect to Banking Services Obligations including Attorney Costs and Swap Obligationsamounts payable under Article III), and ninthratably among them in proportion to the amounts described in this clause Second payable to them; Third, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any payment of that portion of the Obligations owing constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the Administrative Agent and Lenders. All amounts owing under this Agreement extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in respect the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations including feesconstituting unpaid principal of the Loans and L/C Borrowings and breakage, interesttermination or other payments, default interestand any interest accrued thereon, interest on interestdue under any Swap Contract between any Loan Party and any Lender, expense reimbursements or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), and indemnitiesto Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit 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 than Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Banking Services Obligations and Swap Obligations)any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, and ninth, to ratably pay off any amounts owing by the Borrowers but appropriate adjustments shall be made with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right payments from other Loan Parties to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of preserve the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errorto Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Banking Services Obligations arising under Treasury Management Agreements between any Loan Party and any Lender, or any Affiliate of a Lender, and under Swap Obligations Contracts between any Loan Party and any Lender, or any Affiliate of a Lender, shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereofa Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the provider applicable Lender or Affiliate of a Lender, as the case may be. Each Person 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 sameAdministrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the LoansObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, sixthpremiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably pay or prepay all among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent Borrower or as otherwise required by Law. Subject to Section 2.03(c) and Lenders. All 2.14, amounts owing under this Agreement in respect used to Cash Collateralize the aggregate undrawn amount of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, Letters of Credit pursuant to clause Fourth above shall be payable in accordance with the foregoing waterfall provisions irrespective applied to satisfy drawings under such Letters of whether a claim in respect 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 amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses remaining amount shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding applied to the foregoingother Obligations, Banking Services Obligations and Swap Obligations shall be excluded from if any, in the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21) payable to the Collateral Administrative Agent in their capacities its capacity as such, secondsuch (including interest thereon); Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including the reasonable fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Sections 2.19, 2.20 and 2.21), and any Qualified Counterparties, in each case, 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 to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements, in each case, ratably among the Lenders and any Qualified Counterparties, in each case, ratably among them 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 settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements, in each case, ratably among the Lenders and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to the Lenders (other than with respect to Banking Services Obligations and Swap Obligations), and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to the Administrative Agent and Lenders. All the other Secured Parties on such date; Sixth, for the account of any applicable Qualified Counterparty, to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements, in each case, ratably among them in proportion to the respective amounts owing described in this clause Seventh payable to them; Seventh, to payment of that portion of the Obligations constituting settlement amounts, payment amounts and other termination payment obligations under any and Bank Services Agreements, in each case, ratably among SVB and any of its applicable Affiliates (as provider(s) of Bank Services), and, if so elected by SVB, to the Administrative Agent for the account of SVB, to Cash Collateralize then-outstanding Obligations arising in connection with Bank Services; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full (excluding, for this Agreement in respect of such purpose, any Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable which have been Cash Collateralized in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed terms hereof), to the Borrower or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by Law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of any remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.05(i) and 2.20, be applied by the Administrative Agent in the following order: :first, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.03) payable to the Administrative Agent in its capacity as such, including the repayment of advances made by the Administrative Agent hereunder or under any other Obligations then due Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with exercise of any right or remedy hereunder or under any other Loan Document; (a) second, to payment in full of unfunded participations in LC Disbursements (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent and the Collateral Issuing Banks pro rata in accordance with the amounts of unfunded participations in LC Disbursements owed to them on the date of any such distribution); (b) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including fees, disbursements and other charges of counsel payable under Section 10.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (c) held by them; (c) fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, and interest on unreimbursed Letter of Credit drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) held by them; (d) fifth, (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed Letter of Credit drawings and obligations of the Loan Parties then arising under Guaranteed Hedging Obligations, Guaranteed Cash Management Obligations and Designated Letter of Credit Facility Obligations and (ii) to cash collateralize Letters of Credit in the manner contemplated by Sections 2.05(i) in proportion to the respective amounts described in this clause (e) held by them; provided upon the expiration of any Letter of Credit, the pro rata share of cash collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in their capacities as such, secondaccordance with the priority of payments set forth in this Section 7.02; (e) sixth, to pay the payment of all other Obligations of the Loan Parties owing under or prepay all amounts in respect of the Loan Documents that are then due and payable to the Administrative Agent on account of Protective AdvancesAgent, thirdthe Lenders, to pay or prepay all amounts then owed to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit ObligationsBanks and the other holders or beneficiaries thereof, fifth, to ratably pay or prepay all interest and fees owed on account of based upon the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due and payable owing to the Lenders all of them; and (other than with respect to Banking Services Obligations and Swap Obligations)f) last, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to the Administrative Agent and Lenders. All amounts owing under this Agreement in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed Borrower or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameotherwise required by law.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be cash collateralized as set forth in Section 7.01)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any the payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Collateral Agent Administrative Agent, in their capacities its capacity as such, second; Second, to pay or prepay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders, the Issuing Lender (including any Letter of Credit Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Sections 2.19, 2.20 and 2.21, in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Cash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate Dollar Equivalent of the undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eight, to the payment of all amounts other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on account of Protective Advancessuch date, thirdin each case, to pay or prepay all amounts then owed ratably among them in proportion to the Swingline Lender on account of Swingline Loans, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of Letter of Credit Obligations, fifth, to ratably pay or prepay all interest and fees owed on account of the Loans, sixth, to ratably pay or prepay all principal respective aggregate amounts of the Loans then outstanding, seventh, to provide cash collateral for any outstanding Letters of Credit, eighth, to ratably pay any other expense reimbursements or other all such Obligations then due described in this clause Eight and payable to them; Last, the Lenders (other than with respect balance, if any, after the Discharge of Obligations, to Banking Services Obligations and Swap Obligationsthe Borrower or as otherwise required by Law. Subject to Sections 2.24(a), 3.4, 3.5 and ninth3.10, amounts used to ratably pay off any amounts owing by Cash Collateralize the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion aggregate Dollar Equivalent of the Obligations owing undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest errororder set forth above. Notwithstanding the foregoing, Banking Services Obligations and no Excluded Swap Obligations Obligation of any Guarantor shall be excluded paid with amounts received from the application described above such Guarantor or from any other application of proceeds set forth Collateral in the Loan Documents, if which such Guarantor has granted to the Administrative Agent has not received written notice thereofa Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, together with such supporting documentation as however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent may request, (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the provider allocation of such payments to the satisfaction of the sameObligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in this Article VII Section 9.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit L/C Obligations have automatically been required to be cash collateralized Cash Collateralized as set forth in the proviso to Section 7.019.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: firstFirst, to pay or prepay any payment of that portion of the Obligations constituting fees, indemnities, expense reimbursements or expenses and other Obligations then due amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent in their capacities as such, second, to pay or prepay all amounts then due and payable under Article III) payable to the Administrative Agent on account of Protective Advances, thirdin its capacity as such; Second, to pay or prepay all payment of that portion of the Obligations constituting fees, indemnities and other amounts then owed to the Swingline Lender on account of Swingline Loans(other than principal, fourth, to ratably pay or prepay all amounts owed to the Issuing Bank(s) on account of interest and Letter of Credit ObligationsFees) payable to the Lenders and the L/C Issuer (including fees, fifthcharges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to ratably pay or prepay all interest and fees owed on account payment of that portion of the Loans, sixthObligations 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 Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to ratably pay or prepay all (a) payment of that portion of the Obligations constituting unpaid principal amounts of the Loans then outstandingand L/C Borrowings, seventh(b) payment of fees, premiums and scheduled periodic payments and breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to provide cash collateral for the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any outstanding Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, eighth, to ratably pay any other expense reimbursements or other Obligations then due and payable to among the Lenders (other than with respect to Banking Services Obligations and and, in the case of such Swap Obligations)Contracts, and ninth, to ratably pay off any amounts owing by the Borrowers with respect to Banking Services Obligations and Swap Obligations. The Administrative Agent Affiliates of Lenders) and the Lenders shall have L/C Issuer in proportion to the continuing respective amounts described in this clause Fourth held by them; and exclusive right to apply and reverse and reapply any and Last, the balance, if any, after all such proceeds and payments to any portion of the Obligations owing have been indefeasibly paid in full, to 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 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 Administrative Agent and Lenders. All amounts owing under this Agreement other Obligations, if any, in respect of such Obligations including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts is allowed or allowable in any insolvency proceeding. Administrative Agent’s calculation of the allocation of amounts under the foregoing clauses shall be conclusive and binding upon Secured Parties absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Swap Obligations shall be excluded from the application described above or any other application of proceeds order set forth in the Loan Documents, if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the provider of the sameabove.