Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Secured Obligations shall (and proceeds of Collateral) be applied by the Administrative Agent Agent, subject to (x) any Customary Intercreditor Agreement then in effect and (y) the terms of the Pari Passu Intercreditor Agreement, in each case, in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral each Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestobligations under Secured Hedge Agreements and Secured Cash Management Obligations) payable to the 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 Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings(including, and any feesbut not limited to, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementspost-petition interest), ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal principal, Unreimbursed Amounts or face amounts of the Loans and Loans, L/C Borrowings (including and Swap Termination Value under Secured Hedge Agreements and Secured Cash Management Obligations and 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), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a “Eligible Contract Participant” (as applicabledefined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause (a), to the extent permitted by applicable law, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fourth above from amounts received from “Eligible Contract Participants” to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to obligations described in clause Fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other obligations pursuant to clause Fourth above) and (b) Secured Cash Management Obligations and Obligations under Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank. Each Cash Management Bank and Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicable. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity their capacities as suchsuch hereunder; Second, to the payment in full of Unfunded Participations (the amounts so applied to be distributed among the LC Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder in their respective capacities as Lenders hereunder (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 Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicableapplicable or as otherwise required by any Intercreditor Agreement. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

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

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

Application of Funds. After Subject to any Intercreditor Agreement in effect, if the circumstances described in Section 4.7 have occurred, or after the exercise of remedies provided for in Section 8.02 10.2 or under any other Loan Document (or after the Commitments have automatically been terminated, the Loans have automatically become immediately due and payable as set forth in Section 10.2 and the L/C Obligations Letters of Credit have automatically been required to be Cash Collateralized cash collateralized, in each case as set forth in the proviso to Section 8.02(a10.2)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III14.7) payable to the Administrative Agent or and/or the Collateral Agent in its capacity as suchsuch (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements); Second, to pay interest due in respect of all Agent Advances until paid in full; Third, to pay the principal of all Agent Advances until paid in full; Fourth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III14.7), ratably among them in proportion to the amounts described in this clause Second Fourth payable to them; Third, to payment them (other than in connection with Cash Management Obligations or Obligations in respect of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements); Fifth, to pay interest accrued in respect of the Swingline Loans until paid in full; Sixth, to pay the principal of all Swingline Loans until paid in full; Seventh, to pay interest accrued in respect of the Revolving Loans (other than Agent Advances or Swingline Loans) until paid in full; Eighth, ratably among (i) to pay the Secured Parties principal of all Revolving Loans (other than Agent Advances and Swingline Loans) until paid in proportion full, (ii) to the respective amounts described in this clause Third payable to them; FourthAgent, to payment be held by the Agent, for the benefit of that the Letter of Credit Issuers, as cash collateral in an amount up to 103% of the maximum drawable amount of any outstanding Letters of Credit and (iii) to pay any Obligations under Noticed ▇▇▇▇▇▇ (in an amount not to exceed the Bank Product Reserves); Ninth, ratably to pay (i) any amounts owing with respect to any Obligations in respect of Secured Hedge Agreements (other than Noticed ▇▇▇▇▇▇), until paid in full, (ii) any amounts owing with respect to any Obligations in respect of the unreserved portion of the Obligations constituting unpaid principal of the Loans a Noticed Hedge, until paid in full, and L/C Borrowings (including iii) any amounts owing with respect to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Management Obligations, and any breakagein each case, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties until paid in proportion to the respective amounts described in this clause Fourth held by themfull; FifthTenth, to the payment of all other Obligations of the Borrowers Obligors that are due and payable to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full; Eleventh, ratably to pay any amounts owing with respect to any Obligations in respect of any FILO Tranche, until paid in full; Twelfth, ratably to pay any Obligations owed to Defaulting Lenders, until paid in full; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableBorrower. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations (whether received as a consequence of the exercise of such remedies or a distribution out of any proceeding in respect of or commenced under any proceeding under any Debtor Relief Law 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 applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Third payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Lead Borrower or as otherwise required by Law. Notwithstanding the foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Lead Borrower as applicable.

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

Application of Funds. After (i) an Event of Default has occurred and is continuing and (ii) the exercise of remedies provided for in Section 8.02 this Article VII (or after the Loans have automatically become immediately due and payable and the L/C Letter of Credit Obligations have automatically been required to be Cash Collateralized cash collateralized as set forth in the proviso to Section 8.02(a)7.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): Firstorder: first, to payment of that portion of the Obligations constituting pay or prepay any fees, indemnities, expenses and expense reimbursements or other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable Obligations then due to the Administrative Agent or and the Collateral Agent in its capacity their capacities as such; Second, second, to payment of that portion of the Obligations constituting fees, indemnities and other pay or prepay all amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are 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 other Secured Parties on such date, ratably based upon Lenders shall have the respective aggregate amounts of 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 other 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 on such date; absent manifest error. Notwithstanding the foregoing, Banking Services Obligations and Last, Swap Obligations shall be excluded from the balanceapplication described above or any other application of proceeds set forth in the Loan Documents, if anythe Administrative Agent has not received written notice thereof, after all together with such supporting documentation as the Administrative Agent may request, from the provider of the Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicablesame.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and other than Obligations in respect of Secured Cash Management Agreements and Secured Hedge Agreements) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Secured Cash Management Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings Borrowings, (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Secured Cash Management Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Parent Borrower or as otherwise required by Law. provided that no amounts received from the Japanese Subsidiary Borrower or a Swiss Loan Party or from proceeds of any Collateral that is solely Collateral for the Japanese Obligations or the Swiss Obligations shall be applied to Obligations pursuant to the second, third or fourth clause of this paragraph to the extent such Obligations do not constitute Japanese Obligations or Swiss Obligations. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableParent Borrower. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor, 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 If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent Agent, subject to any applicable intercreditor agreement entered into by the Agents pursuant to this Agreement that is then in effect, in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, Cash Management Obligations, and obligations under Secured Hedge Agreements, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral 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 interestinterest Cash Management Obligations, and obligations under Secured Hedge Agreements) payable to the 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 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(including, and any feesbut not limited to, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementspost-petition interest), ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion the Administrative Agent for the account of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit); Fifth, and any breakageto payment of that portion of the Obligations constituting unpaid principal of the Loans, termination or other payments Unreimbursed Amounts, face amounts of the L/C Borrowings, Swap Termination Value under Treasury Services Agreements or Secured Hedge AgreementsAgreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableBorrowers.

Application of Funds. After (a) Subject to Section 9.03(b) below, all payments made by Loan Parties in respect of the Obligations shall be applied (a) first, as specifically required in the Loan Documents; (b) second, to Obligations then due and owing; (b) third, to other Obligations specified by Borrower Agent; and (c) fourth, as determined by the Administrative Agent in its discretion. (b) Notwithstanding any provision to the contrary contained herein, after the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting all fees, indemnities, expenses and other amounts (other than principal including reasonable fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article IIIIV) payable due to the Administrative Agent or the Collateral Agent in its capacity as such, until paid in full; Second, to payment of all Protective Advances and unreimbursed Overadvances payable to the Administrative Agent until paid in full; Third, to all amounts owing to the Swing Line Lender for outstanding Swing Line Loans until paid in full; Fourth, to that portion of the Loan Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit Fees and interestother Obligations expressly described in clauses Fifth through Eighth below) payable to the Lenders and the Letter of Credit Issuer (including Attorney Costs payable under Section 10.04 reasonable fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second Fourth payable to themthem until paid in full; ThirdFifth, to payment of that portion of the Loan Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Loans, Letter of Credit Borrowings and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementsother Loan Obligations, ratably among the Secured Parties Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause Third Fifth payable to themthem until paid in full; FourthSixth, to payment of (i) that portion of the Obligations constituting unpaid principal of the Loans and L/C Letter of Credit Borrowings (including and to Cash Collateralize that portion of L/C Letter of Credit Obligations comprised of comprising the aggregate undrawn amount of Letters of Credit), Credit to the extent not otherwise Cash Collateralized by the Borrowers and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements(ii) the payment of Priority Swap Obligations to the extent a Credit Product Reserve has been established therefor, ratably among the Secured Parties Lenders, Letter of Credit Issuer and the applicable Credit Product Providers in proportion to the respective amounts described in this clause Fourth held by themSixth payable to them until paid in full; FifthSeventh, to the payment of Conforming Credit Product Obligations (other than Priority Swap Obligations to the extent paid under clause Sixth above) ratably to the Credit Product Providers in proportion to the respective amounts described in this clause Seventh payable to them until paid in full; Eighth, to all other Obligations of (including Credit Product Obligations to the Borrowers extent not paid under clauses Sixth or Seventh above) that are due and payable to the Administrative Agent and the other Secured Parties Parties, or any of them, on such date, ratably based upon on the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such datedate until paid in full; and Last, the balance, if any, after all of the Obligations have been paid Payment in fullFull, to the Borrowers or as otherwise required by Law. . (c) Subject to Section Sections 2.03(c)) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If Amounts distributed with respect to any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount Product Obligations shall be applied the lesser of (i) the maximum Credit Product Obligations last reported to the other Administrative Agent or (ii) the actual Credit Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Credit Product Obligations, if any, in and may request a reasonably detailed calculation of such amount from the order applicable Credit Product Provider. The allocations set forth above andin this Section are solely to determine the rights and priorities of Administrative Agent and Secured Parties as among themselves, if no Obligations remain outstandingand may be changed by agreement among them without the consent of any Borrower. This Section is not for the benefit of or enforceable by any Loan Party. (d) For purposes of Section 9.03(b), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Event, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any proceeding under Debtor Relief Laws. (e) Administrative Agent shall not be liable for any application of amounts made by it in good faith under this Section 9.03, notwithstanding the fact that any such application is subsequently determined to the Borrowers as applicablehave been made in error.

Application of Funds. After the exercise Any proceeds of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), any amounts Collateral received on account of the Obligations shall be applied by the Administrative Agent (whether as a result of any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the following order Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Class of Loans being prepaid as specified by the Borrower) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied, subject to the fullest extent permitted by mandatory provisions of any applicable Law): FirstIntercreditor Agreement, ratably first, to payment of that portion of the Obligations constituting pay any fees, indemnities, expenses and other or expense reimbursements hereunder including amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable then due to the Administrative Agent or Agent, the Collateral Agent and any Issuing Bank from the Borrower, second, to pay any fees or expense reimbursements then due hereunder to the Secured Parties (all in its capacity their respective capacities as such; Second) from the Borrower, third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders pay interest (including Attorney Costs post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable under Section 10.04 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, on obligations arising under each Secured Cash Management Agreement and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge AgreementsAgreement ratably, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourthfourth, to payment of that portion of the Obligations constituting unpaid repay principal of on the Loans and L/C Borrowings (including unreimbursed disbursements under any Letter of Credit, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of all outstanding Letters of Credit), and to pay any breakage, termination or other payments amounts owing with respect to Secured Cash Management Agreements (including providing cash collateral in an amount equal to the face amount of outstanding letters of credit issued under Treasury Services Agreements or any Outside LC Facility) and Secured Hedge AgreementsAgreements ratably; provided, ratably among that amounts which are applied to Cash Collateralize (or cash collateralized letters of credit issued under any Outside LC Facility) outstanding Letters of Credit (or such letters of credit) that remain available after expiry of the Secured Parties applicable Letter of Credit (or letter of credit) shall be applied in proportion to the respective amounts described in this clause Fourth held by them; Fifthmanner set forth herein and fifth, to the payment of all any other Obligation due to any Secured Party by the Borrower. Notwithstanding the foregoing, Obligations of arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the Borrowers that are due and payable to application described above if the Administrative Agent and the other Secured Parties on has not received written notice thereof, together with such date, ratably based upon the respective aggregate amounts of all such Obligations owing to supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the other Secured Parties on such date; and Last, the balance, if any, after all appointment of the Obligations have been paid in full, Administrative Agent as its agent pursuant to the Borrowers or terms of Article VIII hereof for itself and its Affiliates as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableit were a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), any amounts received on account of the Obligations shall shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or and the Collateral Agent in its capacity their capacities as such; SecondNext, to payment in full of Unfunded Advances/Participations (payable to the Administrative Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed on the date of any such distribution); Next, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit fees, Obligations under Secured Hedge Agreements and interestCash Management Obligations) payable to the Lenders and the Issuing Banks (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 Second payable to them; ThirdNext, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans and L/C BorrowingsLetter of Credit Usage, ratably among the Lenders and any feesthe Issuing Banks in proportion to the respective amounts described in this clause held by them; Next, premiums (a) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Letter of Credit Usage and scheduled periodic payments due the Obligations under Treasury Services Agreements or Secured Hedge Agreements, Agreements and Cash Management Obligations and (b) to Cash Collateralize Letters of Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) and to further permanently reduce the Revolving Commitments by the amount of such Cash Collateralization ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, provided that (i) any such amounts applied pursuant to payment of that portion the foregoing subclause (b) shall be paid to the Administrative Agent for the ratable account of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including Issuing Banks to Cash Collateralize that portion such Letters of L/C Obligations comprised of Credit, (ii) subject to Sections 2.04 and 2.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause shall be applied to satisfy drawings under such Letters of Credit as they occur and (c) upon the expiration of any Letter of Credit), and any breakage, termination or other 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 priority of payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described set forth in this clause Fourth held by themSection 8.03; Fifthprovided, further, that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 8.03; Next, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), above): (a) any amounts received on account of the Obligations shall (other than proceeds of the Collateral) shall, subject to the provisions of Sections 2.01(c), 2.11 and 2.13(j), be applied ratably by the Administrative Agent, separately in respect of each Subfacility, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization, if any, including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as suchconnection therewith; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the Borrowers that are other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations); Third, to interest then due and payable on the Borrowers’ Swingline Loans; Fourth, (x) to the Administrative Agent principal balance of the Swingline Loans outstanding until the same has been prepaid in full and (y) the principal balance of Protective Advances outstanding, until paid in full; Fifth, to interest then due and payable on Revolving Loans and other Secured Parties on such dateamounts due pursuant to Sections 3.01, ratably based upon the respective aggregate amounts of 3.02 and 5.01; Sixth, to Cash Collateralize all such Obligations owing LC Exposures (to the Administrative Agent extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings then outstanding and all Obligations on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Eighth, to all other Secured Parties on such dateObligations pro rata; and LastNinth, the balance, if any, after all as required by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Secured Bank Product Obligations remain outstanding, shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Borrowers Administrative Agent or the actual Secured Bank Product Obligations as applicablecalculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 11.11(a), the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11(a) is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) any proceeds of U.S. Collateral received by the Administrative Agent shall, subject to the provisions of Section 2.01(c), be applied ratably in the following order:

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity their capacities as suchsuch hereunder; Second, to the payment in full of Unfunded Participations (the amounts so applied to be distributed among the L/C Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (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 Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicableapplicable or as otherwise required by any Intercreditor Agreement. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.17, 2.18 and 2.19) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such, and to any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts) (including interest thereon), in each case, ratably among them in proportion to the respective amounts described in this clause First payable to them; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders, the Issuing Lenders (including Attorney Costs payable under Section 10.04 any Letter of Credit Fronting Fees, Issuing Lender Fees and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the respective Issuing Lenders and amounts payable under Article IIISections 2.17, 2.18 and 2.19), any Qualified Counterparties, and to any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts), 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 Letter of Credit Fees and interest in respect of any Bank Services and FX Contracts and on the Loans and L/C BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury any Specified Swap Agreements and any Bank Services Agreements or Secured Hedge Agreementsand FX Contracts, in each case, ratably among the Secured Parties Lenders, the Issuing Lenders, any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts), 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 Loans, L/C Borrowings 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 Bank Services Agreements and FX Contracts, in each case, ratably among the Lenders, the Issuing Lenders, any Bank Services Providers (including to Cash Collateralize that portion in their respective capacities as providers of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditBank Services and FX Contracts), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by and payable to them; Fifth, to the Administrative Agent for the account of the Issuing Lenders, 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; Sixth, if so elected by any Bank Services Provider, to the Administrative Agent for the account of such Bank Services Providers, to Cash Collateralize then outstanding Obligations arising in connection with Bank Services and FX Contracts; Seventh, to the payment of all other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such datedate (including any such other Obligations arising in connection with any Bank Services and FX Contracts), in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Seventh and payable to them; Eighth, 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 Administrative Agent and the other Secured Parties on such daterespective amounts described in this clause Eighth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been Cash Collateralized in accordance with the terms hereof), to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.22(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties in order to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), above): (a) any amounts received on account of the Obligations shall (other than proceeds of Collateral) shall, subject to the provisions of Sections 2.11 and 2.13(j), be applied applied, separately in respect of each Subfacility, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as suchconnection therewith; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the Borrowers that are other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations); Third, to interest then due and payable on the Lead Borrower’s and the Canadian Borrower’s Swingline Loans; Fourth, to the Administrative Agent principal balance of the Swingline Loans outstanding until the same has been prepaid in full; Fifth, to interest then due and the payable on Revolving Loans and other Secured Parties on such dateamounts due pursuant to Sections 3.01, ratably based upon the respective aggregate amounts of 3.02 and 5.01; Sixth, to Cash Collateralize all such Obligations owing LC Exposures (to the Administrative Agent extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings then outstanding and all Obligations on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Eighth, to all other Obligations (excluding any Bank Product Debt other than Noticed ▇▇▇▇▇▇ with Secured Parties Creditors) pro rata; Ninth, to all Obligations on such dateaccount of Bank Product Debt with Secured Creditors other than Noticed ▇▇▇▇▇▇; and LastTenth, the balance, if any, after all as required by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject Notwithstanding the foregoing, in no event will any amounts received from a Canadian Credit Party be applied to Section 2.03(c), any such amounts with respect to the U.S. Subfacility. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, if no Obligations and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Ninth of this Section 11.11(a), the Credit Parties shall remain outstandingliable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11 is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) any proceeds of U.S. Collateral received by the Administrative Agent shall be applied ratably in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the U.S. Borrowers; Second, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations or the Credit Party Guaranty by the U.S. Borrowers of the Obligations of the Canadian Borrower) due from the U.S. Borrowers; Third, to interest then due and payable on the Lead Borrower’s U.S. Swingline Loan; Fourth, to the principal balance of the U.S. Swingline Loan outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans under the U.S. Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Sixth, to Cash Collateralize all U.S. LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings under the U.S. Subfacility then outstanding and all Obligations of the U.S. Borrowers on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Eighth, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Canadian Borrower or any other Canadian Credit Party; Ninth, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations) due from the Canadian Borrower or any other Canadian Credit Party; Tenth, to interest then due and payable on the Canadian Borrower’s Canadian Swingline Loan; Eleventh, to the principal balance of the Canadian Swingline Loan outstanding until the same has been prepaid in full; Twelfth, to interest then due and payable on Revolving Loans under the Canadian Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Thirteenth, to Cash Collateralize all Canadian LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Fourteenth, to any amounts owed under the guarantees of the China Facility made by any U.S. Credit Party; Fifteenth, to the principal balance of Revolving Borrowings under the Canadian Subfacility then outstanding and all Obligations of the Canadian Borrower or any other Canadian Credit Party on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Sixteenth, to all other Obligations (excluding any Obligations of the Canadian Borrower or any other Canadian Credit Party on account of Bank Product Debt other than Noticed ▇▇▇▇▇▇ with Secured Creditors) pro rata; Seventeenth, to all Obligations of the Canadian Borrower or any other Canadian Credit Party on account of Bank Product Debt with Secured Creditors other than Noticed ▇▇▇▇▇▇; and Eighteenth, the balance, if any, as applicablerequired by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns); and (c) any proceeds of Canadian Collateral received by the Administrative Agent shall be applied ratably in the order specified in clauses Eighth through Thirteenth and Fifteenth through Seventeenth. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. For the avoidance of doubt, none of the U.S. Obligations shall be paid with the proceeds, if any, of U.S. Collateral that constitute more than 65% of the voting Equity Interests of any first-tier Foreign Subsidiary, which proceeds, if any, will only be applied to the Canadian Obligations as provided herein.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Guaranteed Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 11.04 and amounts payable under Article III3 but excluding principal of, and interest on, any Loan) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and Secured Hedging Obligations and Cash Management Obligations) payable to the Lenders (including Attorney Costs payable under Section 10.04 11.05 and amounts payable under Article III3), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and L/C Borrowings (including Borrowings, Secured Hedging Obligations and Cash Management Obligations ratably among the Lenders, each Hedge Bank or provider of Cash Management Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthSixth, to the payment of all other Guaranteed Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, delivered to the Borrowers as applicableBorrower. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eight and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been 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 Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)payable), subject to the First Lien/Second Lien Intercreditor Agreement any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III)) 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 Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge AgreementsLoans, ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Loans, the Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge AgreementsAgreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c)provided, however, that for the avoidance of doubt, in no event shall any amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall received from any non-Qualified ECP Guarantor 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 Excluded Swap Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity their capacities as suchsuch hereunder; Second, to the payment in full of Unfunded Participations (the amounts so applied to be distributed among the LC Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (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 Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicableapplicable or as otherwise required by any Customary Intercreditor Agreement. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 or Lender-Provided Foreign Currency ▇▇▇▇▇▇), and the documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender, and amounts payable under Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans and any amounts to be due and payable in connection with the Lender-Provided Foreign Currency Hedge, and to payment of premiums and other fees (including any interest thereon) under any Specified Swap Agreements, any Lender-Provided Foreign Currency ▇▇▇▇▇▇, and any feesCash Management Agreements, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services or Lender-Provided Foreign Currency ▇▇▇▇▇▇), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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, Lender-Provided Foreign Currency ▇▇▇▇▇▇, and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services or Lender-Provided Foreign Currency ▇▇▇▇▇▇), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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, Lender-Provided Foreign Currency Hedge, and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements Lender-Provided Foreign Currency Hedge, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Lawapplicable law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

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

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

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such datedate and to Cash Collateralize all outstanding Letters of Credit, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableBorrower.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), above): (a) any amounts received on account of the Obligations shall (other than proceeds of the Collateral) shall, subject to the provisions of Sections 2.01(c), 2.11 and 2.13(j), be applied ratably by the Administrative Agent, separately in respect of each Subfacility, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization, if any, including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as suchconnection therewith; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the Borrowers that are other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations); Third, to interest then due and payable on the Borrowers’ Swingline Loans; Fourth, (x) to the Administrative Agent principal balance of the Swingline Loans outstanding until the same has been prepaid in full and (y) the principal balance of Protective Advances outstanding, until paid in full; Fifth, to interest then due and payable on Revolving Loans and other Secured Parties on such dateamounts due pursuant to Sections 3.01, ratably based upon the respective aggregate amounts of 3.02 and 5.01; Sixth, to Cash Collateralize all such Obligations owing LC Exposures (to the Administrative Agent extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings then outstanding and all Obligations on account of Noticed Hedges with Secured Creditors, pro rata; Eighth, to all other Secured Parties on such dateObligations pro rata; and LastNinth, the balance, if any, after all as required by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, if no Obligations and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 11.11(a), the Credit Parties shall remain outstandingliable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11(a) is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) any proceeds of U.S. Collateral received by the Administrative Agent shall, subject to the provisions of Section 2.01(c), be applied ratably in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the U.S. Borrowers; Second, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations or the Guaranty by the U.S. Borrowers of the Obligations of the Foreign Credit Parties) due from the U.S. Borrowers; Third, to interest then due and payable on the Lead Borrower’s Swingline Loans; Fourth, to the principal balance of the Swingline Loans and U.S. Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans under the U.S. Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings under the U.S. Subfacility then outstanding and all Obligations of the U.S. Borrowers on account of Noticed Hedges with Secured Creditors, pro rata; Eighth, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Foreign Credit Parties; Ninth, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations) due from the Foreign Credit Parties; Tenth, to the principal balance of Protective Advances under the RoW Subfacility outstanding until the same has been prepaid in full; Eleventh, to interest then due and payable on Revolving Loans under the RoW Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Twelfth, to the principal balance of Revolving Borrowings under the RoW Subfacility then outstanding and all Obligations of the Foreign Credit Parties on account of Noticed Hedges with Secured Creditors, pro rata; Thirteenth, to amounts due pursuant to Sections 3.01, 3.02 and 5.01; Fourteenth, to all other Obligations pro rata; and Fifteenth, the balance, if any, as applicablerequired by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Fifteenth of this Section 11.11(b), the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11(b) is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (c) any proceeds of Foreign Collateral received by the Administrative Agent shall be applied ratably in the order specified in clauses Eighth through Twelfth and Fourteenth through Fifteenth of clause (b) above; provided that in no event will any amounts received from a Foreign Credit Party be applied to any such amounts with respect to the U.S. Subfacility. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and Obligations under Treasury Services Agreements and Secured Hedge Agreements) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Loans, and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligation of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees on the Loans Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicable. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the Loan Obligations that are Excluded Swap Obligations and (b) Obligations arising under Cash Management Obligations and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After Except as may be otherwise provided in any applicable Incremental Amendment with respect to Obligations under the applicable Incremental Loans or in any applicable Refinancing Amendment with respect to Obligations under the applicable Refinancing Loans (in each case, which shall not be more favorable to the holders of such Loans than the allocation described below), after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and payable), subject to the LRevolving/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))Term Loan Intercreditor Agreement, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment in full of any Unfunded Advances; Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C BorrowingsLoans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties 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, and any breakage, termination or other payments under Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn no amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligation of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02 and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral each Agent in its capacity as suchsuch (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements); Second, to pay interest due in respect of all Protective Advances until paid in full; Third, to pay the principal of all Protective Advances until paid in full; Fourth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second Fourth payable to themthem (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements); ThirdFifth, to payment of that portion pay interest accrued in respect of the Obligations constituting Swing Line Loans until paid in full; Sixth, to pay the principal of all Swing Line Loans until paid in full; Seventh, to pay interest accrued and unpaid interest in respect of the Revolving Credit Loans until paid in full; Eighth, ratably, based on the respective aggregate amounts of such Obligations, (i) to pay the principal of all Revolving Credit Loans and L/C Borrowings, and any feesuntil paid in full, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion (ii) to the respective amounts described in this clause Third payable to them; FourthAdministrative Agent, to payment of that portion be held by the Administrative Agent, for the benefit of the Obligations constituting unpaid principal of the Loans and L/C Borrowings Issuers, as Cash Collateral in an amount up to 101% of the maximum drawable amount of any outstanding Letters of Credit and (including iii) to pay any Obligations under Noticed ▇▇▇▇▇▇, until paid in full; Ninth, ratably to pay (i) any Obligations under Secured Hedge Agreements (other than Obligations under Noticed ▇▇▇▇▇▇), until paid in full, and (ii) any amounts owing with respect to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Management Obligations, and any breakagein each case, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties until paid in proportion to the respective amounts described in this clause Fourth held by themfull; FifthTenth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full; Eleventh, ratably to pay any Obligations owed to Defaulting Lenders, until paid in full; 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 Fifth Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableBorrowers. Notwithstanding the foregoing, no amounts received from any Borrower or any Guarantor shall be applied to any Excluded Swap Obligations of such Person.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

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

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 10A (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized cash collateralized as set forth in the final proviso to in Section 8.02(a)10A), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs amounts payable to the Administrative Agent and Collateral Agent under Section 10.04 and amounts payable under Article III14.01) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs amounts payable under Section 10.04 and amounts payable under Article III14.01), 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 and Fees on the Loans Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties Creditors in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings Letter of Credit Outstandings (including to Cash Collateralize cash collateralize that portion of L/C Obligations Letter of Credit Outstandings comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties Creditors in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties Creditors on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties Creditors on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c2.01(g), amounts used to Cash Collateralize cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower or as otherwise required by Law, as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), above): (a) any amounts received on account of the Obligations shall (other than proceeds of the Collateral) shall, subject to the provisions of Sections 2.01(c), 2.11 and 2.13(j), be applied ratably by the Administrative Agent, separately in respect of each Subfacility, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization, if any, including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as suchconnection therewith; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the Borrowers that are other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations); Third, to interest then due and payable on the Borrowers’ Swingline Loans; Fourth, (x) to the Administrative Agent principal balance of the Swingline Loans outstanding until the same has been prepaid in full and (y) the principal balance of Protective Advances outstanding, until paid in full; Fifth, to interest then due and payable on Revolving Loans and other Secured Parties on such dateamounts due pursuant to Sections 3.01, ratably based upon the respective aggregate amounts of 3.02 and 5.01; Sixth, to Cash Collateralize all such Obligations owing LC Exposures (to the Administrative Agent extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings then outstanding and all Obligations on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Eighth, to all other Secured Parties on such dateObligations pro rata; and LastNinth, the balance, if any, after all as required by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above andabove. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, if no Obligations and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 11.11(a), the Credit Parties shall remain outstandingliable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11(a) is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) any proceeds of U.S. Collateral received by the Administrative Agent shall, subject to the provisions of Section 2.01(c), be applied ratably in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the U.S. Borrowers; Second, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations or the Guaranty by the U.S. Borrowers of the Obligations of the Foreign Credit Parties) due from the U.S. Borrowers; Third, to interest then due and payable on the Lead Borrower’s Swingline Loans; Fourth, to the principal balance of the Swingline Loans and U.S. Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans under the U.S. Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings under the U.S. Subfacility then outstanding and all Obligations of the U.S. Borrowers on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Eighth, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Foreign Credit Parties; Ninth, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations) due from the Foreign Credit Parties; Tenth, to the principal balance of Protective Advances under the RoW Subfacility outstanding until the same has been prepaid in full; Eleventh, to interest then due and payable on Revolving Loans under the RoW Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; Twelfth, to the principal balance of Revolving Borrowings under the RoW Subfacility then outstanding and all Obligations of the Foreign Credit Parties on account of Noticed ▇▇▇▇▇▇ with Secured Creditors, pro rata; Thirteenth, to amounts due pursuant to Sections 3.01, 3.02 and 5.01; Fourteenth, to all other Obligations pro rata; and Fifteenth, the balance, if any, as applicablerequired by the Intercreditor Agreement or any Additional Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Fifteenth of this Section 11.11(b), the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11(b) is subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and payable, or after the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)institution of any proceeding under any Debtor Relief Law), any amounts received on account of the Obligations Obligations, whether as proceeds of Collateral or otherwise, shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article IIIIII or Section 10.05) payable under the Loan Documents to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, premiums, indemnities and other amounts (other than principal and interest) payable to the Term 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including post-petition interest) on the Loans and L/C BorrowingsTerm Loans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Term Loans, and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings Excluded Swap Obligations of such Guarantor. Each of the Lenders acknowledge and agree that the provisions of this Section 8.04 constitute a “subordination agreement” under Section 510(a) of the Bankruptcy Code, which will be effective before, during and after the commencement of any proceeding under Debtor Relief Laws. Borrower and the other Loan Parties agree that the documentation governing any Permitted First Priority Debt shall contain an agreement by the holders of 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 Indebtedness substantially similar to the other Obligationsforegoing sentence (with such changes as the Administrative Agent shall agree including, if anywithout, in limitation, a provision requiring a turnover of proceeds consistent with the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableterms of this Agreement).

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts or other distributions received on account of the Obligations Obligations, including any proceeds of Collateral, shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C BorrowingsLoans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Loans, and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Loan Party shall be applied to satisfy drawings under any Excluded Swap Obligations of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableLoan Party.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)above), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.11 and 2.13(j), be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting all reasonable costs and out-of-pocket expenses, fees, indemnitiescommissions and taxes of such sale, expenses collection or other realization including, without limitation, compensation to the Administrative Agents, the Collateral Agent and other amounts (other than principal its agents and interestcounsel, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts connection therewith (other than principal and interest) payable to the 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 Second payable to them; Third, to payment respect of that portion of the Secured Bank Product Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to themIncremental FILO Facility); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthSecond, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations and any Incremental FILO Facility); Third, to interest then due and payable on the Swingline Loans; Fourth, to the principal balance of the Swingline Loans and Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans (other than any Loans under an Incremental FILO Facility) and other amounts due pursuant to Sections 3.01, 3.02 and 4.01; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings (other than any Loans under an Incremental FILO Facility) then outstanding and all Secured Bank Product Obligations on account of Secured Reserved ▇▇▇▇▇▇ with Secured Hedge Banks pro rata; Eighth, to the payment of all Obligations of the Borrowers Credit Parties with respect to any Incremental FILO Facility that are then due and payable to the applicable Administrative Agent Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the Lenders and the other Secured Parties on such dateCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties them on such date; Ninth, to all Secured Unreserved ▇▇▇▇▇▇, other Secured Bank Product Obligations and Lastother Obligations pro rata; and Tenth, the balance, if any, after all as required by any intercreditor agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Secured Bank Product Obligations remain outstanding, shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Borrowers Administrative Agent or the actual Secured Bank Product Obligations as applicablecalculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five (5) Business Days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 10.11, the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 10.11 is subject to the provisions of any intercreditor agreement. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 10.11.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 10.05 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 10.05 and amounts payable under Article III3), 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 (i) unpaid principal of, and accrued and unpaid interest on on, the Term Loan, (ii) unpaid principal of, and accrued and unpaid interest on, the Revolving Loans and L/C BorrowingsLC Disbursements or in respect of any Secured Cash Management Services Obligations and any breakage, termination or other payments under Secured Hedge Agreements, and any fees, premiums and scheduled periodic payments due under Treasury Services Secured Hedge Agreements or in respect of Secured Hedge AgreementsCash Management Services Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn no amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligation of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)above), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.11 and 2.13(j), be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting all reasonable costs and out-of-pocket expenses, fees, indemnitiescommissions and taxes of such sale, expenses collection or other realization including, without limitation, compensation to the Administrative Agents, the Collateral Agent and other amounts (other than principal its agents and interestcounsel, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts connection therewith (other than principal in respect of Secured Bank Product Obligations and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article IIIU.S. Tranche Bany Incremental FILO SubfFacility, if any), 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthSecond, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations and the U.S. Tranche Bany Incremental FILO SubfFacility, if any); Third, to interest then due and payable on the Swingline Loans; Fourth, to the principal balance of the Swingline Loans and Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans (other than any Loans under the U.S. Tranche Band any Incremental FILO SubfFacility), if any), Delayed Draw Term Loans, and other amounts due pursuant to Sections 3.01, 3.02 and 4.01 pro rata; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings (other than any Loans under the U.S. Tranche B Subfacility)any Incremental FILO Facility, if any) then outstanding, to the principal amount of Delayed Draw Term Loans then outstanding and all Secured Bank Product Obligations on account of Secured Reserved ▇▇▇▇▇▇ with Secured Hedge Banks pro rata; Eighth, to the payment of all Obligations of the Borrowers Credit Parties with respect to the U.S. Tranche Bany Incremental FILO SubfFacility, if any, that are then due and payable to the applicable Administrative Agent Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the Lenders and the other Secured Parties on such dateCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties them on such date; Ninth, to all Secured Unreserved ▇▇▇▇▇▇, other Secured Bank Product Obligations and Lastother Obligations pro rata; and Tenth, the balance, if any, after all as required by any intercreditor agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Secured Bank Product Obligations remain outstanding, shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Borrowers Administrative Agent or the actual Secured Bank Product Obligations as applicablecalculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five (5) Business Days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 10.11, the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 10.11 is subject to the provisions of any intercreditor agreement. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 10.11.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)above), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.11 and 2.13(j), be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting all reasonable costs and out-of-pocket expenses, fees, indemnitiescommissions and taxes of such sale, expenses collection or other realization including, without limitation, compensation to the Administrative Agents, the Collateral Agent and other amounts (other than principal its agents and interestcounsel, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts connection therewith (other than principal and interest) payable to the 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 Second payable to them; Third, to payment respect of that portion of the Secured Bank Product Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to themIncremental FILOthe U.S. Tranche B FSubfacility); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthSecond, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations and any Incremental FILOthe U.S. Tranche B FSubfacility); Third, to interest then due and payable on the Swingline Loans; Fourth, to the principal balance of the Swingline Loans and Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans (other than any Loans under an Incremental FILOthe U.S. Tranche B FSubfacility) and other amounts due pursuant to Sections 3.01, 3.02 and 4.01; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings (other than any Loans under an Incremental FILOthe U.S. Tranche B FSubfacility) then outstanding and all Secured Bank Product Obligations on account of Secured Reserved ▇▇▇▇▇▇ with Secured Hedge Banks pro rata; Eighth, to the payment of all Obligations of the Borrowers Credit Parties with respect to any Incremental FILOthe U.S. Tranche B FSubfacility that are then due and payable to the applicable Administrative Agent Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the Lenders and the other Secured Parties on such dateCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties them on such date; Ninth, to all Secured Unreserved ▇▇▇▇▇▇, other Secured Bank Product Obligations and Lastother Obligations pro rata; and Tenth, the balance, if any, after all as required by any intercreditor agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Secured Bank Product Obligations remain outstanding, shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Borrowers Administrative Agent or the actual Secured Bank Product Obligations as applicablecalculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five (5) Business Days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 10.11, the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 10.11 is subject to the provisions of any intercreditor agreement. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 10.11.

Application of Funds. After If the circumstances described in Section 2.12(h) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral 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 payable under Section 10.04 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(including, and any feesbut not limited to, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementspost-petition interest), ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal principal, Unreimbursed Amounts or face amounts of the Loans and Loans, L/C Borrowings (including to Borrowings, Swap Termination Value under Secured Hedge Agreements, Cash Management Obligations and Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit (with such Cash Collateral provided to the Administrative Agent for the account of the L/C Issuers), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower or as applicableotherwise required by Law. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Revolving Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to post petition interest) on the Loans Revolving Loans, Agent Advances and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Secured Cash Management Obligations or Secured Hedge Qualified Hedging Agreements, ratably among the Secured Parties 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 Agent Advances to the Administrative Agent; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Secured Cash Management Obligations or Secured Hedge Qualified Hedging Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefensibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicable. Notwithstanding the foregoing, no amounts #4865-3972-4350v17 received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral each Agent in its capacity as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (including Attorney Costs payable under Section 10.04 and amounts payable under Article III3), 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, and any Secured Obligations constituting fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any Secured Obligations constituting breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations (whether received as a consequence of the exercise of such remedies or a distribution out of any proceeding in respect of or commenced under any proceeding under any Debtor Relief Law 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 applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Third payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Lead Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn no amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligation of such Letters of Credit as they occurGuarantor. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.169

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interestinterest and Make-Whole Amount, Repayment Premium and premium, if any, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and Make-Whole Amount, Repayment Premium and premium, if any) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge AgreementsLoans, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Make-Whole Amount, Repayment Premium and any breakagepremium, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsif any, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After Subject to the terms, conditions and provisions of each Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 10.05 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 10.05 and amounts payable under Article III3), 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 BorrowingsLoans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations (other than contingent obligations) have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn no amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligation of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees on the Loans Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. 354 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower as applicable. 355 Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the Obligations that are Excluded Swap Obligations and (b) Obligations arising under Cash Management Obligations and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After If the circumstances described in Section 2.12(h) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized a as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented expenses and other 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 or the Collateral 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 Secured Parties (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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and accrued and unpaid fees on the Loans Letters of Credit (including, in each case, but not limited to, post-petition interest and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements), ratably among the Secured Parties Lenders and Issuing Banks in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal principal, Unreimbursed Amounts or face amounts of the Loans Loans, reimbursement obligations in respect of Letter of Credit and L/C Borrowings (including obligations to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters cash collateralize Letter of Credit), and any breakage, termination or other payments Swap Termination Value under Treasury Services Agreements or Secured Hedge AgreementsAgreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative each Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligations of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any breakageSpecified Swap Agreements and Cash Management Agreements, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties Lenders, any applicable Cash Management Bank (in proportion to the its respective amounts described in this clause Fourth held by them; Fifth, to the payment capacity as a provider of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(cCash Management Services), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if and any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of any remedies provided for in Section 8.02 7.01 (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 L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)Borrower 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 be applied by the Administrative Agent in the following order 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 fullest extent permitted Agent in its capacity as such, including any costs and expenses incurred by mandatory provisions the Agent in its capacity as such in connection with the collection, sale, foreclosure or realization or otherwise of applicable Law): FirstCollateral 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 Loans; (c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable 9.04) arising under Article III)the Loan Documents, 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to (c) held by them; Fourth; (d) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised obligations of the aggregate undrawn amount of Letters of Credit), Loan Parties then arising under Secured Hedging Obligations and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthCash Management Obligations; (e) fifth, to the payment of all other Obligations of the Borrowers Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent Agent, the Lenders and the other Secured Parties on such dateholders or beneficiaries thereof, ratably based upon the respective aggregate amounts of all such Obligations then owing to the Administrative Agent and the other Secured Parties on such dateall of them; and Last, the balance, if anyand (f) last, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicablelaw.

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Secured Obligations shall (and proceeds of Collateral) be applied by the Administrative Agent Agent, subject to (x) any Customary Intercreditor Agreement then in effect and (y) the terms of the Pari Passu Intercreditor Agreement, in each case, in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral each Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestobligations under Secured Hedge Agreements and Secured Cash Management Obligations) payable to the 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 Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings(including, and any feesbut not limited to, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementspost-petition interest), ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal principal, Unreimbursed Amounts or face amounts of the Loans and Loans, L/C Borrowings (including and Swap Termination Value under Secured Hedge Agreements and Secured Cash Management Obligations and 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), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a “Eligible Contract Participant” (as applicabledefined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations #96808608v5 as a result of this clause (a), to the extent permitted by applicable law, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fourth above from amounts received from “Eligible Contract Participants” to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to obligations described in clause Fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other obligations pursuant to clause Fourth above) and (b) Secured Cash Management Obligations and Obligations under Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank. Each Cash Management Bank and Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity their capacities as suchsuch hereunder; Second, to the payment in full of Unfunded Participations (the amounts so applied to be distributed among the LC Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (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 Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; FifthSixth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then earned, due and payable have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableapplicable or as otherwise required by any Customary Intercreditor Agreement. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III3), 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers as directed by Parent or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicabledirected by Parent.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the payment Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the payment Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the payment Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the payment Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other payment Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the payment Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers BorrowerBorrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers BorrowerBorrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth FifthFourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers BorrowerBorrowers as applicable. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties Lenders, any applicable Cash Management NY-2410154 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eight and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral each Agent in its capacity as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (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 Second payable to them; AMERICAS 94626185 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any Secured Obligations constituting fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount Stated Amount of Letters of Credit), and any Secured Obligations constituting breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts (for this purpose, taking the Dollar Equivalent of Obligations in respect of Letters of Credit denominated in a currency other than Dollars) described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount Stated Amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower as applicable, or as otherwise required by the Intercreditor Agreements.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified 20097166.13 ny-2158042 215844220097166.13 119 Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement or any other applicable Security Document; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender (including Attorney Costs payable under Section 10.04 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 Article III)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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eight and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate Dollar Equivalent of the undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during the continuance of a Trigger Event of Default, Administrative Agent may, and shall upon the direction of Required Revolving Lenders, apply any and all payments received by Administrative Agent in respect of any Obligation, and all proceeds received by Administrative Agent as a result of the exercise of its remedies provided for in Section 8.02 (or under the Collateral Documents after the occurrence and during the continuation of a Trigger Event of Default, in accordance with clauses first through ninth below; and (ii) all payments made by Loan Parties to Administrative Agent after any or all of the Obligations under the Loan Documents have been accelerated (so long as such acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows: first, to payment of costs, expenses and indemnities, including Attorney Costs, of the Agents payable or reimbursable by the Loan Parties under the Loan Documents; second, to payment of Attorney Costs of the Revolving Lenders in respect of the Revolving Commitments payable or reimbursable by the Borrower under this Agreement; third, to payment of all accrued unpaid interest on the Revolving Loans have automatically become immediately and Swing Line Loans and fees owed to Revolver Agent, Swing Line Lender, Revolving Lenders and Issuing Banks (whether or not accruing after the filing of any case under the Bankruptcy Code with respect to any Obligations and whether or not a claim for such post-filing or post-petition interest, fees, and charges is allowed or allowable in any such proceeding); fourth, on a ratable basis, to (A) the payment of principal of all Revolving Loans and Swing Line Loans then outstanding, L/C Obligations then due and payable, Obligations under Secured Hedge Agreements then due and payable and the Obligations under Secured Cash Management Agreements then due and payable and (B) cash collateralization of (1) unmatured L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso amount required under Section 2.03(7) and (2) any indemnification obligations owing to Section 8.02(a))the Revolving Lenders, any amounts received on account Obligations under Secured Hedge Agreements owing to the Lenders that are Revolving Lenders or their Affiliates, and Obligations under Secured Cash Management Agreements owing to the Lenders that are Revolving Lenders or their Affiliates, in an amount for purposes of this clause (B)(2) determined by Revolver Agent as reasonably necessary to secure such Obligations; provided, that the aggregate amount of payments and cash collateralization of Obligations under Secured Hedge Agreements with respect to interest rate ▇▇▇▇▇▇ under clauses (A) and (B)(2) above shall not exceed the termination value or then current liability in respect of Secured Hedge Agreements with respect to no more than 50% of the notional value of the floating rate Indebtedness of the Loan Parties; provided, further, that the aggregate amount of payments and cash collateralization of the Obligations under Secured Cash Management Agreements under clauses (A) and (B)(2) above shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as suchnot exceed $5,000,000; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifthfifth, to the payment of all other Obligations owing to the Revolving Lenders under the Revolving Facility then due and payable; sixth, to payment of Attorney Costs of the Borrowers that are due Term Lenders payable or reimbursable by the Loan Parties under this Agreement; seventh, to payment of all accrued unpaid interest on the Term Loans and payable fees owed to the Administrative Agent and the other Term Lenders; eighth, on a ratable basis, to (i) the payment of principal of the Term Loans then due and payable, (ii) the payment of Obligations under Secured Parties on such dateHedge Agreements then due and payable and Obligations under Secured Cash Management Agreements then due and payable, ratably based upon in each case, to the respective aggregate amounts extent not paid pursuant to clause fourth above, (iii) the payment of all such other Obligations then due and payable and (iv) cash collateralization of indemnification obligations owing to the Administrative Agent Term Lenders, Obligations under Secured Hedge Agreements and the other Obligations under Secured Parties on such date; and LastCash Management Agreements, the balance, if any, after all of the Obligations have been paid in fulleach case under this clause (iv), to the Borrowers extent not cash collateralized pursuant to clause fourth above, in an amount determined by the Applicable Agent as reasonably necessary to secure such Obligations; and ninth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied to each category in the numerical order provided until exhausted prior to the application to the immediately succeeding category, (ii) each of the Lenders or as otherwise required other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth, fifth, seventh, eighth and ninth above and (iii) no payments by Lawa Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Obligations, the guaranty of which by such Guarantor would constitute an Excluded Swap Obligation. While any Trigger Event of Default is continuing, any payments or prepayments received by Revolver Agent shall be promptly paid over to Administrative Agent for application under this Section 8.03. Subject to Section 2.03(c2.03(3), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall Fourth of Section 8.03 will 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 will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrowers as applicableBorrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral each Agent in its capacity as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (including Attorney Costs payable under Section 10.04 and amounts payable under Article III3), 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, and any Secured Obligations constituting fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount Stated Amount of Letters of Credit), and any Secured Obligations constituting breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts (for this purpose, taking the Dollar Equivalent of Obligations in respect of Letters of Credit denominated in a currency other than Dollars) described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount Stated Amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower as applicable, or as otherwise required by the Intercreditor Agreements.

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

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

Application of Funds. After Except as may be otherwise provided in the applicable Incremental Amendment with respect to Obligations under the applicable Incremental Loans, in any applicable Refinancing Amendment with respect to Obligations under the applicable loans thereunder or in any agreement with respect to Obligations in any Extension Amendment, and subject to the terms of the Support Agreement, the Fourth Amendment Support Agreement and any intercreditor arrangement permitted by this Agreement to which the Administrative Agent or Collateral Agent is a party, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) earned, due and payable to the Administrative Agent or the Collateral Agent in its capacity their capacities as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interestinterest and amounts under Treasury Services Agreements or Secured Hedge Agreements) earned, due and payable to the Lenders hereunder (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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest or premiums on the Loans and L/C BorrowingsLoans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are earned, due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, amounts used to Cash Collateralize received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above Commodity Exchange Act) shall not 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 its Obligations that are Excluded Swap Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral each Agent in its capacity as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder (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 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, and any Secured Obligations constituting fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount Stated Amount of Letters of Credit), and any Secured Obligations constituting breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts (for this purpose, taking the Dollar Equivalent of Obligations in respect of Letters of Credit denominated in a currency other than Dollars) described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Secured Obligations then earned, due and payable have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount Stated Amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the Borrowers Borrower as applicable, or as otherwise required by the Intercreditor Agreements.

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

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02)), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral 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 interestinterest and obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the 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 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(including, and any feesbut not limited to, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreementspost-petition interest), ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal principal, unreimbursed amounts or face amounts of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments Swap Termination Value under Treasury Services Agreements or Secured Hedge AgreementsAgreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Guarantor shall be applied to satisfy drawings under any Excluded Swap Obligations of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableGuarantor.

Application of Funds. (1) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02), subject to any Intercreditor Agreement then in effect and Section 8.03(2), any amounts received on account of the Obligations shall will be applied by the Administrative Agent in the following order order: (to the fullest extent permitted by mandatory provisions of applicable Law): a) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or and the Collateral Agent in its capacity their capacities as such; such (including with respect to all outstanding Letters of Credit); (b) Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, premium (including the Prepayment Premium, if any) and other amounts (other amounts(other than principal and interest, but including Attorney Costs payable under Section10.04 and amounts payable under Article III) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article IIIwith respect to all outstanding Letters of Credit), ratably among them in proportion to the amounts described in this clause Second payable to them; ; (c) Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; ; (d) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of the L/C Obligations comprised equal to 103% of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or the Secured Hedge Obligations and Cash Management Obligations under Secured Cash Management Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; ; (e) Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and and (f) Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c2.03(3) and 8.03(2), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall (d) of Section 8.03(1) will 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 will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrowers Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. (2) Notwithstanding any contrary provision set forth herein or in any other Loan Document (including Section 8.03(1)), subject to any Equal Priority Intercreditor Agreement then in effect, the Administrative Agent, Collateral Agent, the AAL Last Out Representative and the Lenders agree that upon the occurrence of a Waterfall Trigger Event, all payments on account of the Obligations (except as applicableotherwise provided herein with respect to Defaulting Lenders) and all proceeds of Collateral (in each case, whether received from any Loan Party, in connection with an Exercise of Remedies, in connection with a credit bid, or otherwise) shall be applied as follows: (a) First, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the Administrative Agent and the Collateral Agent solely in its capacity as such under the Loan Documents, until paid in full; (b) Second, to pay any fees then owed to the Administrative Agent and the Collateral Agent solely in its capacity as such under the Loan Documents, until paid in full; (c) Third, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the AAL First Out Holders under the Loan Documents, until paid in full; (d) Fourth, ratably, to pay any fees or premiums (other than any Prepayment Premium) then owed to any of the AAL First Out Holders to the extent constituting AAL First Out Obligations, until paid in full; (e) Fifth, ratably, to pay interest in respect of the Revolving Loans, Swing Line Loans and Term B-1 Loans under the Loan Documents to the extent constituting AAL First Out Obligations, until paid in full; (f) Sixth, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, (A) to pay the principal of all Swing Line Loans (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such payment) until paid in full, (B) to pay the outstanding principal of all Revolving Loans (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such payment) until paid in full, (C) to pay the outstanding principal balance of the Term B-1 Loan (in the inverse order of the maturity of the installments due thereunder) until paid in full, (D) to Administrative Agent, to be held by Administrative Agent, for the benefit of the Issuing Banks (and for the ratable benefit of each of the Lenders that have an obligation to pay to Administrative Agent, for the account of the Issuing Banks, a share of the Unreimbursed Amount), as cash collateral in an amount up to 103.0% of the L/C Obligations (to the extent permitted by applicable Law, such cash collateral shall be applied to the reimbursement of any L/C Obligations made by the Issuing Banks in respect of any Letter of Credit as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by 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(2), beginning with tier ”first” hereof) (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such cash collateralization) and (E) subject to the Other Obligations Cap, to cash collateralize at 103.0% any unreimbursed Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements owing to any AAL First Out Holder (which shall be satisfied by providing cash collateralization of such Secured Hedge Agreements and Secured Cash Management Agreements in an amount equal to103.0% of such Secured Hedge Agreements and Secured Cash Management Agreements (up to the Other Obligations Cap); it being agreed by the parties hereto that (1) the applicable AAL First Out Holder shall be entitled to apply such cash collateral to reimburse themselves for such Secured Hedge Agreements and Secured Cash Management Agreements (up to the Other Obligations Cap) and (2) promptly shall return any unapplied portion of such cash collateral to be applied in accordance with this Agreement at such time as all obligations with respect to such Secured Hedge Agreements and Secured Cash Management Agreements have terminated or have been paid in full); (g) Seventh, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the AAL Last Out Representative solely in its capacity as such under the Loan Documents, until paid in full; (h) Eighth, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the Term B-2 Lenders under the Loan Documents, until paid in full; (i) Ninth, ratably, to pay any fees or premiums (other than the Prepayment Premium) then owed to any of the Term B-2 Lenders under the Loan Documents, until paid in full; (j) Tenth, ratably, to pay interest in respect of the Term B-2 Loan under the Loan Documents, until paid in full; (k) Eleventh, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, (A) to pay the outstanding principal balance of the Term B-2 Loan (in the inverse order of the maturity of the installments due thereunder) and (B) to cash collateralize at 103.0% any unreimbursed Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements in excess of the Other Obligations Cap or owed to any AAL First Out Holder (which shall be satisfied by providing cash collateralization of such Secured Hedge Agreements and Secured Cash Management Agreements in an amount equal to 103.0% of such Secured Hedge Agreements and Secured Cash Management Agreements), in each case, until paid in full; (l) Twelfth, ratably, to pay any Obligations in respect of any Prepayment Premium then due to any of the Term B-1 Lenders under the Loan Documents to the extent constituting AAL First Out Obligations, until paid in full; (m) Thirteenth, ratably, to pay any Obligations in respect of any Prepayment Premium then due to any of the Term B-2 Lenders under the Loan Documents, until paid in full; (n) Fourteenth, ratably, to pay any other Obligations, other than Obligations owed to Defaulting Lenders, until paid in full; (o) Fifteenth, ratably, to pay any Obligations owed to Defaulting Lenders, until paid in full; and (p) Sixteenth, to the Borrower (to be wired in accordance with wire instructions provided in writing by Borrower to the Administrative Agent and AAL Last Out Representative at least two Business Days prior to any such payment) or as otherwise required by applicable law. (3) In the event that, notwithstanding the foregoing provisions of this Section 8.03, any payments on account of the Obligations or proceeds of Collateral shall be received by any Revolving Lender, Term B-1 Lender or Term B-2 Lender, in violation of the priorities set forth herein, such payments or proceeds of Collateral shall be held in trust for the benefit of and shall be paid over to or delivered to the Administrative Agent for application in accordance with the terms hereof. (4) Notwithstanding the foregoing, with respect to any non-cash proceeds of Collateral (or non-cash amounts or assets distributed on account of a Lien in the Collateral or the proceeds thereon), such non-cash proceeds, amounts or assets shall be held by the Administrative Agent or any applicable sub-agent as if they are Collateral and, at such time as such non-cash proceeds, amount or assets are monetized (at the direction of the Administrative Agent and the AAL Last Out Representative) shall be applied in the order of application set forth in Section 8.03(2) above. The Administrative Agent or any applicable sub-agent shall hold and take any action with respect to such noncash proceeds, amounts or assets as if they were Collateral and shall be subject to the terms set forth herein, in the Loan Documents and any applicable Laws with respect thereto.

Application of Funds. (1) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a8.02), subject to any Intercreditor Agreement then in effect and Section 8.03(2), any amounts received on account of the Obligations shall will be applied by the Administrative Agent in the following order order: (to the fullest extent permitted by mandatory provisions of applicable Law): a) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or and the Collateral Agent in its capacity their capacities as such; such (including with respect to all outstanding Letters of Credit); (b) Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, premium (including the Prepayment Premium, if any) and other amounts (other than principal and interest) payable to the Lenders (, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Lenders (including with respect to all outstanding Letters of Credit), ratably among them in proportion to the amounts described in this clause Second payable to them; ; (c) Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; ; (d) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of the L/C Obligations comprised equal to 103% of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or the Secured Hedge Obligations and Cash Management Obligations under Secured Cash Management Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; ; (e) Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and and (f) Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c2.03(3) and 8.03(2), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall (d) of Section 8.03(1) will 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 will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrowers Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. (2) Notwithstanding any contrary provision set forth herein or in any other Loan Document (including Section 8.03(1)), subject to any Equal Priority Intercreditor Agreement then in effect, the Administrative Agent, Collateral Agent, the AAL Last Out Representative and the Lenders agree that upon the occurrence of a Waterfall Trigger Event, all payments on account of the Obligations (except as applicableotherwise provided herein with respect to Defaulting Lenders) and all proceeds of Collateral (in each case, whether received from any Loan Party, in connection with an Exercise of Remedies, in connection with a credit bid, or otherwise) shall be applied as follows: (a) First, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the Administrative Agent and the Collateral Agent solely in its capacity as such under the Loan Documents, until paid in full; (b) Second, to pay any fees then owed to the Administrative Agent and the Collateral Agent solely in its capacity as such under the Loan Documents, until paid in full; (c) Third, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the AAL First Out Holders under the Loan Documents, until paid in full; (d) Fourth, ratably, to pay any fees or premiums (other than any Prepayment Premium) then owed to any of the AAL First Out Holders to the extent constituting AAL First Out Obligations, until paid in full; (e) Fifth, ratably, to pay interest in respect of the Revolving Loans, Swing Line Loans and Term B-1 Loans under the Loan Documents to the extent constituting AAL First Out Obligations, until paid in full; (f) Sixth, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, (A) to pay the principal of all Swing Line Loans (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such payment) until paid in full, (B) to pay the outstanding principal of all Revolving Loans (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such payment) until paid in full, (C) to pay the outstanding principal balance of the Term B-1 Loan (in the inverse order of the maturity of the installments due thereunder) until paid in full, (D) to Administrative Agent, to be held by Administrative Agent, for the benefit of the Issuing Banks (and for the ratable benefit of each of the Lenders that have an obligation to pay to Administrative Agent, for the account of the Issuing Banks, a share of the Unreimbursed Amount), as cash collateral in an amount up to 103.0% of the L/C Obligations (to the extent permitted by applicable Law, such cash collateral shall be applied to the reimbursement of any L/C Obligations made by the Issuing Banks in respect of any Letter of Credit as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by 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(2), beginning with tier “first” hereof) (together with a concurrent permanent reduction of Revolving Commitments in an amount equal to the amount of such cash collateralization) and (E) subject to the Other Obligations Cap, to cash collateralize at 103.0% any unreimbursed Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements owing to any AAL First Out Holder (which shall be satisfied by providing cash collateralization of such Secured Hedge Agreements and Secured Cash Management Agreements in an amount equal to 103.0% of such Secured Hedge Agreements and Secured Cash Management Agreements (up to the Other Obligations Cap); it being agreed by the parties hereto that (1) the applicable AAL First Out Holder shall be entitled to apply such cash collateral to reimburse themselves for such Secured Hedge Agreements and Secured Cash Management Agreements (up to the Other Obligations Cap) and (2) promptly shall return any unapplied portion of such cash collateral to be applied in accordance with this Agreement at such time as all obligations with respect to such Secured Hedge Agreements and Secured Cash Management Agreements have terminated or have been paid in full); (g) Seventh, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the AAL Last Out Representative solely in its capacity as such under the Loan Documents, until paid in full; (h) Eighth, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then owed to the Term B-2 Lenders under the Loan Documents, until paid in full; (i) Ninth, ratably, to pay any fees or premiums (other than the Prepayment Premium) then owed to any of the Term B-2 Lenders under the Loan Documents, until paid in full; (j) Tenth, ratably, to pay interest in respect of the Term B-2 Loan under the Loan Documents, until paid in full; (k) Eleventh, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, (A) to pay the outstanding principal balance of the Term B-2 Loan (in the inverse order of the maturity of the installments due thereunder) and (B) to cash collateralize at 103.0% any unreimbursed Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements in excess of the Other Obligations Cap or owed to any AAL First Out Holder (which shall be satisfied by providing cash collateralization of such Secured Hedge Agreements and Secured Cash Management Agreements in an amount equal to 103.0% of such Secured Hedge Agreements and Secured Cash Management Agreements), in each case, until paid in full; (l) Twelfth, ratably, to pay any Obligations in respect of any Prepayment Premium then due to any of the Term B-1 Lenders under the Loan Documents to the extent constituting AAL First Out Obligations, until paid in full; (m) Thirteenth, ratably, to pay any Obligations in respect of any Prepayment Premium then due to any of the Term B-2 Lenders under the Loan Documents, until paid in full; (n) Fourteenth, ratably, to pay any other Obligations, other than Obligations owed to Defaulting Lenders, until paid in full; (o) Fifteenth, ratably, to pay any Obligations owed to Defaulting Lenders, until paid in full; and (p) Sixteenth, to the Borrower (to be wired in accordance with wire instructions provided in writing by Borrower to the Administrative Agent and AAL Last Out Representative at least two Business Days prior to any such payment) or as otherwise required by applicable law. (3) In the event that, notwithstanding the foregoing provisions of this Section 8.03, any payments on account of the Obligations or proceeds of Collateral shall be received by any Revolving Lender, Term B-1 Lender or Term B-2 Lender, in violation of the priorities set forth herein, such payments or proceeds of Collateral shall be held in trust for the benefit of and shall be paid over to or delivered to the Administrative Agent for application in accordance with the terms hereof. (4) Notwithstanding the foregoing, with respect to any non-cash proceeds of Collateral (or non-cash amounts or assets distributed on account of a Lien in the Collateral or the proceeds thereon), such non-cash proceeds, amounts or assets shall be held by the Administrative Agent or any applicable sub-agent as if they are Collateral and, at such time as such non-cash proceeds, amount or assets are monetized (at the direction of the Administrative Agent and the AAL Last Out Representative) shall be applied in the order of application set forth in Section 8.03(2) above. The Administrative Agent or any applicable sub-agent shall hold and take any action with respect to such noncash proceeds, amounts or assets as if they were Collateral and shall be subject to the terms set forth herein, in the Loan Documents and any applicable Laws with respect thereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 13.2 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)13.2), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article III) Section 7.6 and Section 8) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the Issuing Lenders (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lenders) arising under Section 10.04 the Loan Documents and amounts payable under Article III)Section 7.6 and Section 8, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, Borrowings and any fees, premiums and scheduled periodic payments payments, and any interest accrued thereon, due under Treasury Services any Secured Hedging Agreements or Secured Hedge Agreementsto any Hedging Agreement Bank, ratably among the Secured Parties Lenders, the Hedging Agreement Banks and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and L/C Borrowings Borrowings, (including b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Secured Hedging Agreements to any Hedging Agreement Banks, (c) payments of amounts due under any Secured Bank Product Agreement to any Bank Product Provider and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit)Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.3 and 2.7, and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties Lenders, the Hedging Agreement Banks and the Bank Product Providers and the Issuing Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Company or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.3.3 and 2.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Guarantors to preserve the allocation to Obligations otherwise set forth above andin this Section. Notwithstanding the foregoing, Obligations arising under Secured Bank Product Agreements and Secured Hedging Agreements shall be excluded from the application described above if no Obligations remain outstandingthe Administrative Agent has not received a Secured Party Designation Notice from the applicable Bank Product Provider or Hedging Agreement Bank, as the case may be. Each Bank Product Provider and Hedging Agreement Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the Borrowers terms of Section 14 for itself and its Affiliates as applicableif a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided 5339129.14 111 for in Section 8.02 10.2 (or after the Loans have automatically become immediately due and payable and the L/C Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)10.2), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting ratably, pay any fees, indemnities, expenses and other amounts or expense reimbursements then due to the Administrative Agent, the Collateral Agent or any Issuer from the Borrower (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements); Second, ratably, to pay any fees or expense reimbursements then due to the Revolving Credit Lenders from the Borrower (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements); Third, to pay interest due and payable in respect of any Loans and any Protective Advances, ratably; Fourth, to pay the principal of the Protective Advances; Fifth, to pay principal on the Loans (other than the Protective Advances) and interestunreimbursed Letter of Credit Borrowings and to pay any amounts owing with respect to Obligations in respect of Secured Hedge Agreements (exclusive of Specified Secured Hedge Obligations and the Obligations in respect of any other Secured Hedge Agreements in respect of which an Availability Reserve has not been taken by the Administrative Agent), but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable ratably; Sixth, to pay an amount to the Administrative Agent or equal to 103% of the Collateral Agent in its capacity as such; SecondLetter of Credit Obligations on such date, to payment of that portion of be held in the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to themConcentration Account as cash collateral for such Obligations; ThirdSeventh, to payment of that portion of the pay any amounts owing with respect to Cash Management Obligations, ratably; Eighth, to pay any amounts owing with respect to any Specified Secured Hedge Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Obligations in respect of any other Secured Hedge AgreementsObligations not paid pursuant to clause Fifth above, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to themratably; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthNinth, to the payment of all any other Obligations of the Borrowers that are Obligation due and payable to the Administrative Agent, the Collateral Agent and or any Lender by the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such dateBorrower; and Last, the balance, if anyTenth, after all of the Obligations have been paid in full, to the Borrowers Borrower or as the Borrower shall direct or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.4, 2.15 and 10.5, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above Sixth shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.Borrower. 5339129.14 112

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and for the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all account of the Obligations have been paid in fullIssuing Lender, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used 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 above shall be applied and to satisfy drawings Cash Collateralize Obligations arising under such Letters of Credit as they occur. If any amount remains on deposit as then outstanding Specified Swap Agreements and Cash Collateral after all Letters of Credit have either been fully drawn or expiredManagement Services, such remaining amount shall be applied in each case, ratably among them in proportion to the other Obligations, if any, respective amounts described in the order set forth above and, if no Obligations remain outstanding, this clause Seventh payable to the Borrowers as applicable.them;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (8.2 or after following non-payment of the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))at maturity, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including but in the case of Specified Swap Agreements and Cash Management Agreements, in an aggregate amount under this clause fifth (with any greater amounts to be included in clause seventh below), not to exceed (for any provider of Specified Swap Agreements and Cash Collateralize that portion Management Agreements and their Affiliates taken as a whole) $10,000,000 in respect of L/C Obligations comprised all Specified Swap Agreements and Cash Management Agreements provided by such providers and their Affiliates taken as a whole), in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of the aggregate undrawn amount of Letters of CreditCash Management Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 Dollar Equivalent 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn Dollar Equivalent amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (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 L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)Borrower under any Debtor Relief Law), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.18 and 2.19, be applied by the Administrative Agent in the following order order, as applicable: (a) first, to payment of that portion of the fullest extent permitted by mandatory provisions Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, disbursements and other charges of applicable Law): Firstcounsel payable under Section 10.04 and amounts payable under Article III) payable to any Agent in its capacity as such; (b) second, to payment in full of Unfunded Advances/Participations; (c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs fees, disbursements and other charges payable under Section 10.04 10.05) arising under the Loan Documents 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable (c) held by them; (d) fourth, to them; Fourthpayment of accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code of the United States, would have accrued on such amounts); (e) fifth, to payment of that portion of the Obligations constituting unpaid principal of and premiums, if any, payable on the Loans and L/C Borrowings Loans; (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifthf) sixth, to the payment of all other Obligations of the Borrowers Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent and the other Secured Parties on such dateParties, ratably based upon the respective aggregate amounts of all such Obligations then owing to the Administrative Agent and the other Secured Parties on such dateParties; and Last, the balance, if anyand (g) last, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations (whether received as a consequence of the exercise of such remedies or a distribution out of any proceeding in respect of or commenced under any proceeding under any Debtor Relief Law 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 applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums (including, without limitation, the Yield Protection Fee) and scheduled periodic payments due under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Third payable to themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by themthem (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any proceeding under any Debtor Relief Law); Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Lead Borrower or as otherwise required by Law. Notwithstanding the foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Lead Borrower as applicable.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (order, subject to the fullest extent permitted by mandatory provisions terms of applicable Law): the Intercreditor Agreement: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III3) payable to the Administrative Agent or the and First Lien Collateral Agent in its their capacity as such; Second, to payment of that portion of the Obligations constituting fees (other than commitment fees and Letter of Credit fees), indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid commitment fees, Letter of Credit fees and interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Obligations owing in respect of Secured Hedge Agreements, ratably among the First Lien Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other First Lien Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other First Lien 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 Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableBorrower.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a9.02(a))) or the occurrence of a Specified Revolver Trigger that has not been cured or waived, any all amounts received on account of the Obligations shall (and proceeds of Collateral), all payments or distributions of any kind or nature and all adequate protection payments or plan distributions in any insolvency or similar proceeding (in each case, whether received from any Loan Party, in connection with an exercise of remedies, a credit bid or otherwise) shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 11.04 and amounts payable under Article III) payable to the Administrative Agent or and the Collateral Agent in its capacity their capacities as such; Second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent, the Swing Line Lender 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); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, Letter of Credit fees, Obligations under Secured Hedge Agreements and interestCash Management Obligations) payable to the Revolving Lenders and the Issuing Banks (including Attorney Costs payable under Section 10.04 11.04 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal Letter of Credit fees and interest on the Revolving Loans and L/C Borrowings (including to Cash Collateralize that portion Letter of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge AgreementsCredit Usage, ratably among the Secured Parties Revolving Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, (a) to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, the Letter of Credit Usage and the Obligations under Secured Hedge Agreements with respect to which the Hedge Bank is a Revolving Lender or an Affiliate thereof and Cash Management Obligations with respect to which the Cash Management Bank is a Revolving Lender or an Affiliate thereof and (b) to Cash Collateralize Letters of Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) and to further permanently reduce the Revolving Commitments by the amount of such Cash Collateralization, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; provided that (i) any such amounts applied pursuant to the foregoing subclause (b) shall be paid to the Administrative Agent for the ratable account of the Issuing Banks to Cash Collateralize such Letters of Credit, (ii) subject to Sections 2.04 and 2.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fifth shall be applied to satisfy drawings under such Letters of Credit as they occur and (iii) 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 priority of payments set forth in this Section 9.03; provided, further, that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section; Sixth, to the payment of all other Obligations that are due and payable to the Revolving Lenders on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Revolving Lenders on such date; Seventh, to payment of that portion of the Borrowers Obligations constituting fees, indemnities and other amounts (other than principal, interest, Obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the Term Loan Lenders (including Attorney Costs payable under Section 11.04 and amounts payable under Article III) ratably among them in proportion to the amounts described in this clause Seventh payable to them; Eighth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Term Loan Lenders in proportion to the respective amounts described in this clause Eighth held by them; (a) to payment of that portion of the Obligations constituting unpaid principal of the Term Loans and the Obligations under Secured Hedge Agreements with respect to which the Hedge Bank is not a Revolving Lender or an Affiliate thereof and Cash Management Obligations with respect to which the Cash Management Bank is not a Revolving Lender or an Affiliate thereof, ratably among the Secured Parties in proportion to the respective amounts described in this clause Ninth held by them; provided that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section; Tenth, to the payment of all other Obligations that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

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

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Loans have automatically become immediately due and payable and the L/C Obligations have LC Exposure has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)above), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.11 and 2.13(j), be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting all reasonable costs and out-of-pocket expenses, fees, indemnitiescommissions and taxes of such sale, expenses collection or other realization including, without limitation, compensation to the Administrative Agent, the Collateral Agent and other amounts (other than principal its agents and interestcounsel, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts connection therewith (other than principal and interest) payable to in respect of Secured Bank Product Obligations, the 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 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, Tranche B Subfacility and any feesIncremental FILO Facility, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to themif any); Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; FifthSecond, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations, the Tranche B Subfacility and any Incremental FILO Facility, if any); Third, to interest then due and payable on the Swingline Loans; Fourth, to the principal balance of the Swingline Loans and Protective Advances outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans (other than any Loans under the Tranche B Subfacility and any Incremental FILO Facility, if any), Delayed Draw Term Loans, and other amounts due pursuant to Sections 3.01, 3.02 and 4.01 pro rata; Sixth, to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Borrowings (other than any Loans under the Tranche B Subfacility and any Incremental FILO Facility, if any) then outstanding, to the principal amount of Delayed Draw Term Loans then outstanding and all Secured Bank Product Obligations on account of Secured Reserved ▇▇▇▇▇▇ with Secured Hedge Banks pro rata; Eighth, to the payment of all Obligations of the Borrowers Credit Parties with respect to the Tranche B Subfacility and any Incremental FILO Facility, if any, that are then due and payable to the applicable Administrative Agent Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the Lenders and the other Secured Parties on such dateCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties them on such date; Ninth, to all Secured Unreserved ▇▇▇▇▇▇, other Secured Bank Product Obligations and Lastother Obligations pro rata; and Tenth, the balance, if any, after all as required by any intercreditor agreement or, in the absence of the Obligations have been paid in fullany such requirement, to the Borrowers Person lawfully entitled thereto (including the applicable Credit Party or as otherwise required by Lawits successors or assigns). Subject to Section 2.03(c), amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no above. Amounts distributed with respect to any Secured Bank Product Obligations remain outstanding, shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Borrowers Administrative Agent or the actual Secured Bank Product Obligations as applicablecalculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five (5) Business Days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 10.11, the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 10.11 is subject to the provisions of any intercreditor agreement. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 10.11.

Application of Funds. After Subject to the Collateral Agency and Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)payable), any amounts or other distributions received on account of the Obligations and the Secured Loan Document Hedge Obligations, including any proceeds of Collateral, shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C BorrowingsLoans, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Loan Document Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and pay any breakage, termination or other payments under Treasury Services Secured Loan Document Hedge Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations and Secured Loan Document Hedge Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations and the Secured Loan Document Hedge Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Loan Party shall be applied to satisfy drawings under any Excluded Swap Obligations of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableLoan Party.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall shall, subject to any Intercreditor Agreements then in effect, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article IIIIII or Section 10.05) payable to the Administrative Agent or the Collateral Agent in its capacity as such and their Agent-Related Persons and any L/C Issuers in their capacities, as such; Second, to payment of the Obligations constituting accrued and unpaid interest on any Protective Advances that may be outstanding, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting unpaid principal of any Protective Advances, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 Second Fourth payable to them; ThirdFifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, Revolving Credit Loans (including Swing Line Loans), and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge AgreementsAgreements to the extent constituting Pari Passu Bank Products, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third Fifth payable to them; Fourth, Sixth, to payment of that portion of the Obligations constituting unpaid principal of the Loans (including Swing Line Loans) and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge AgreementsAgreements to the extent constituting Pari Passu Bank Products, including amounts required to Cash Collateralize such Pari Passu Bank Products (other than such amounts of the outstanding Pari Passu Bank Product Obligations that exceeds the amount of the Bank Product Reserve as determined by the Administrative Agent in good faith and established in respect of such Pari Passu Bank Product Obligations), ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth Sixth held by them; FifthSeventh, to the payment of all other Obligations of the Borrowers Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Borrower or as otherwise required by LawLaw or as directed by a court of competent jurisdiction. Subject to Section 2.03(c2.03(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. Amounts distributed with respect to any Pari Passu Bank Product Obligations shall be the lesser of the maximum Pari Passu Bank Product Obligations last set forth in the most recent written notice from the applicable Secured Party to the Administrative Agent for each Pari Passu Bank Product or the actual Pari Passu Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Pari Passu Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five (5) days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expiredexpired with no pending drawings, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Borrower or as applicableotherwise set forth in clause Last above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)7.01), any amounts or other distributions received on account of the Obligations Obligations, including any proceeds of Collateral, shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs counsel fees payable under Section 10.04 8.12 and Section 9.05 and amounts payable under Article IIISections 2.13 and 2.15) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements, interest and interestLetter of Credit fees) payable to the Lenders and the L/C Issuers (including Attorney Costs counsel fees and disbursements payable under Section 10.04 8.12 and Section 9.05 and amounts payable under Article IIISections 2.13 and 2.15), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges, interest on the Loans and unreimbursed L/C Borrowings, Disbursements and any fees, premiums and scheduled periodic payments due under Treasury Services Cash Management Agreements or Secured Hedge Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed L/C Borrowings Disbursements and (including B) to Cash Collateralize that portion of L/C Obligations comprised of Exposure comprising the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.19(a)(iv) or Section 2.23(j), and any breakage, termination or other payments under Treasury Services Cash Management Agreements or Secured Hedge Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.19(a)(iv) or Section 2.23(j), amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause Fourth shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02. Fifth, to the payment in full of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers Borrower or as otherwise required by LawLaws. Subject to Section 2.03(c)Notwithstanding the foregoing, no amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above received from any Loan Party shall be applied to satisfy drawings under any Excluded Swap Obligations of such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicableLoan Party.

Application of Funds. After the exercise of remedies provided for in Section 8.02 13.2 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)13.2), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal including fees, charges and interest, but including Attorney Costs payable under Section 10.04 disbursements of counsel to the Administrative Agent and amounts payable under Article III) Section 7.6 and Section 8) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the Issuing Lenders (including Attorney Costs payable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lenders) arising under Section 10.04 the Loan Documents and amounts payable under Article III)Section 7.6 and Section 8, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, Borrowings and any fees, premiums and scheduled periodic payments payments, and any interest accrued thereon, due under Treasury Services any Secured Hedging Agreements or Secured Hedge Agreementsto any Hedging Agreement Bank, ratably among the Secured Parties Lenders, the Hedging Agreement Banks and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and L/C Borrowings Borrowings, (including b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Secured Hedging Agreements to any Hedging Agreement Banks, (c) payments of amounts due under any Secured Bank Product Agreement to any Bank Product Provider and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties Lenders, the Hedging Agreement Banks and the Bank Product Providers and the Issuing Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Company or as otherwise required by Law. Subject to Section 2.03(c)Sections 2.3.3 and 2.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Secured Bank Product Agreements and Secured Hedging Agreements shall be excluded from the application described above andif the Administrative Agent has not received the written notice and other documentation required by the definitions of such terms, if no Obligations remain outstandingfrom the applicable Bank Product Provider or Hedging Agreement Bank, as the case may be. Each Bank Product Provider and Hedging Agreement Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the Borrowers terms of Section 14 for itself and its Affiliates as applicableif a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall shall, subject to any Intercreditor Agreements then in effect, be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III3) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestpayments under Secured Hedge Agreements, Treasury Services Obligations and Bilateral Letter of Credit Facilities) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III3), 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 (a) accrued and unpaid interest on the Loans and Loans, L/C BorrowingsBorrowings and pursuant to Bilateral Letter of Credit Facilities, and (b) any fees, premiums and scheduled periodic payments due under Treasury Services Agreements Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings and letters of credit under Bilateral Letter of Credit Facilities (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit and to cash collateralize that portion of the obligations under Bilateral Letter of Credit Facilities comprised of the aggregate undrawn amount of letters of credit thereunder), and any breakage, termination or other payments under Treasury Services Agreements Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c2.03(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth Fourth above shall be applied to satisfy drawings under such Letters of Credit or Bilateral Letter of Credit Facilities as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. Notwithstanding any other provision of this Section 8.04 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Services Obligations, Secured Hedge Agreements or Bilateral Letter of Credit Facilities unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bilateral Letter of Credit Facility Bank or other holder of obligations under Treasury Services Obligations or Secured Hedge Agreements, as the case may be.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eighth and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Lawlaw. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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; Eight, to the payment of all other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eight and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, and interestLetter of Credit Fees) payable to the Lenders Lenders, the Issuing Lender ((including Attorney Costs payable under Section 10.04 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 Article IIISections 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 BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury Services any Specified Swap Agreements or Secured Hedge and any Cash Management Agreements, in each case, ratably among the Secured Parties 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 Third Fourth payable to them; FourthFifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Loans, L/C Borrowings 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 (including to in its respective capacity as a provider of Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditManagement Services), and any breakageapplicable Qualified Counterparties, termination or other payments under Treasury Services Agreements or Secured Hedge Agreementsin each case, ratably among the Secured Parties them in proportion to the respective amounts described in this clause Fourth held by Fifth and payable to them; FifthSixth, 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 other Obligations of the Borrowers Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably based upon among them in proportion to the respective aggregate amounts of all such Obligations owing described in this clause Eight and payable to the Administrative Agent and the other Secured Parties on such datethem; and Last, the balance, if any, after all the Discharge of the Obligations have been paid in fullObligations, to the Borrowers Borrower or as otherwise required by Law. Subject to Section 2.03(cSections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth 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 other Obligations, if any, in the order set forth above andabove. Notwithstanding the foregoing, if no Obligations remain outstanding, Excluded Swap Obligation of any Guarantor shall be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor has granted to the Borrowers as applicableAdministrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise contemplated in this Section 8.3.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the 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 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, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers Parent Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers Parent Borrower as applicable. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor, 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 the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a))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 (to the fullest extent permitted by mandatory provisions of applicable Law): order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, interest but including Attorney Costs payable under Section 10.04 any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.17, 2.18 and 2.19) payable to the Administrative Agent or the Collateral Agent Agent, in its capacity as such, and to any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts) (including interest thereon), in each case, ratably among them in proportion to the respective amounts described in this clause First payable to them; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders, the Issuing Lenders (including Attorney Costs payable under Section 10.04 any Letter of Credit Fronting Fees, Issuing Lender Fees and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the respective Issuing Lenders and amounts payable under Article IIISections 2.17, 2.18 and 2.19), any Qualified Counterparties, and to any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts), 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 Letter of Credit Fees and interest in respect of any Bank Services and FX Contracts and on the Loans and L/C BorrowingsDisbursements which have not yet been converted into Revolving Loans, and any fees, to payment of premiums and scheduled periodic payments due other fees (including any interest thereon) under Treasury any Specified Swap Agreements and any Bank Services Agreements or Secured Hedge Agreementsand FX Contracts, in each case, ratably among the Secured Parties Lenders, the Issuing Lenders, any Bank Services Providers (in their respective capacities as providers of Bank Services and FX Contracts), 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 L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been 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 Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.;

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