Common use of Allocation of Payments After Event of Default Clause in Contracts

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the AgentAgent (including those for the pro rata benefit of the Lenders) or the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all other accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Revolving Loans and to the payment or cash collateralization of the outstanding LOC Obligations pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Revolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account, invested in cash equivalents and applied, together with interest or other returns thereon, (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above, with any surplus being distributed pursuant to clause "SEVENTH" above, in the manner provided in this Section 3.8.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under with respect to any of the Credit Documents Obligations or in respect of the Collateral shall be paid over or delivered to make the following payments (as follows: the same become due at maturity, by acceleration or otherwise) (it being understood that amounts collected or received with respect to Obligations and Collateral shall be applied in the following manner but first to satisfy all Obligations (other than obligations under the Guaranty Agreements) in full and then to satisfy the Obligations under the Guaranty Agreements): FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the AgentAdministrative Agent hereunder or under any other Credit Document; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder, and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement is permitted by this Agreement, any fees, premiums and scheduled periodic payments due under such Interest Rate Protection Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans, pro rata, as set forth below and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement is permitted by this Agreement, any breakage, termination or other payments due under such Interest Rate Protection Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Term Loans, and obligations outstanding under the Interest Rate Protection Agreements and other Lender Hedging Agreements (if any) permitted by this Agreement bears to the aggregate then outstanding Term Loans, and obligations outstanding under the Interest Rate Protection Agreements and any other Lender Hedging Agreements permitted by this Agreement) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including Hedge Liabilities, Cash Management Liabilities and the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(e), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations, the payment or cash collateralization of the outstanding LOC Obligations and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(e), any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents and any protective advances made by the Agent with respect Documents, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause "FIRST" payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuers or any Lender, ratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of accrued interest payable to the Lenders, under and the Credit Documents (without duplication of any L/C Issuers hereunder, ratably among them in proportion to the amounts satisfied pursuant to described in this clause "FIRSTTHIRD" above)payable to them; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including Revolving Loans and L/C Obligations, ratably among them in proportion to the payment or cash collateralization amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the outstanding LOC Obligations)L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Borrower Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" abovepayable to them; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. 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 Borrower Obligations, if any, in the order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) hereof); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH. EIGHTH, to all other Credit Party Obligations arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise otherwise) and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documentsremaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and EIGHTHELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement Agreement, but subject to the contrarySection 3.05(f), after the occurrence and during the continuance of an Event of DefaultDefault and the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.02 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECONDincluding, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of or any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments ratably among them in proportion to the amounts described in this clause “FIRST” payable to them; SEVENTHSECOND, to payment of any fees owed to the Administrative Agent or any of the Lenders ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders hereunder ratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans ratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" above“FOURTH” above ratably among the holders of the Borrower Obligations in proportion to the amounts described in this clause “FIFTH” payable to them; and EIGHTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders payable pursuant to the terms of the Credit Documents in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTHFOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations Loan or the Revolving Loans or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Revolving Credit Documents shall be paid over or delivered on a pro rata basis, between the Lenders hereunder and the Revolving Lenders (such pro rata allocation to be accomplished by commercially reasonable means including, without limitation, the purchase of participations by the Lenders of the Revolving Loans as may be necessary), for distribution as follows: FIRST, to the payment of all reasonable reasonable, documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of (i) the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents Documents, and any protective advances made by (ii) the Revolving Administrative Agent in connection with respect to enforcing the Collateral under or pursuant to the terms rights of the Collateral Revolving Lenders under the Revolving Credit Documents; SECOND, to payment of any fees owed to (i) the AgentAdministrative Agent pursuant to the terms of the Credit Documents and (ii) the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Documents; THIRD, to the payment of all reasonable reasonable, documented, out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of (i) each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents with respect to the Loan owing to such Lender and (without duplication ii) each of any amounts satisfied pursuant the Revolving Lenders in connection with enforcing its rights under the Revolving Credit Documents with respect to clause "FIRST" above)the Revolving Loans owing to such Revolving Lender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Credit Party Obligations consisting Loan and the Revolving Loans, and including with respect to any Hedging Agreement between the Borrower and any Lender or Revolving Lender, or any Affiliate of a Lender or a Revolving Lender, any fees, premiums, and scheduled periodic payments due under such Hedging Agreement and any interest accrued fees and interestthereon; FIFTH, to the payment of the outstanding principal amount of the Borrower's obligations under the Credit Party Obligations (Documents and the Revolving Credit Documents, and including with respect to any Hedging Agreement between the payment Borrower and any Lender or cash collateralization Revolving Lender, or any Affiliate of the outstanding LOC Obligations)a Lender or Revolving Lender, any breakage, termination, or other payments due under such Hedging Agreements and any interest accrued thereon; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which that shall have become due and payable under the Credit Documents or the Revolving Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loan held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "FOURTH" and "FIFTH" above; and (iii) each of the Revolving Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans held by such Revolving Lender bears to the aggregate the outstanding Revolving Loans) of amounts available to be applied pursuant to clauses "FOURTH" and "FIFTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall, upon written notice to the Borrower by the Administrative Agent (in its discretion or at the direction of the Required Lenders) that the application thereof shall be made in accordance with this Section 2.12(b), be paid over or delivered applied as follows: 48 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Secured Obligations owing to such Lender; SEVENTHFOURTH, to the payment of (1) all of the Credit Party Obligations consisting of accrued fees and interest and (2) with respect to any Secured Hedging Agreement, all fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of (1) the outstanding principal amount of the Credit Party Obligations and the payment or cash collateralization of the outstanding LOC Obligations and (2) with respect to any Secured Hedging Agreement, all breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of (1) all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and (2) with respect to any Secured Hedging Agreement, all other obligations under such Secured Hedging Agreement, in each case to the extent not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders and Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause 49 "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12(b), only Collateral proceeds and payments under the Guaranty with respect to Secured Hedging Agreements shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ and consultants’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including and the payment or cash collateralization of the outstanding LOC Obligations), and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "”FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses “FOURTH” and “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ and consultants’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including and the payment or cash collateralization of the outstanding LOC Obligations), and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses “FOURTH” and “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest arising under or pursuant to this Agreement or the Other Documents; SEVENTHFIFTH, to the payment of the outstanding principal amount of the Obligations constituting Advances (including the payment or cash collateralization of the outstanding Dollar Equivalent amount of Letters of Credit) and the payment of Priority Lender Hedging Obligations; SIXTH, to all other Credit Party Obligations (including the payment of Second Priority Lender Hedging Obligations) and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn Dollar Equivalent amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent Agents in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the AgentAgents; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, (i) the payment or cash collateralization of the outstanding LOC ObligationsObligations and (ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Agents shall receive an amount equal to its pro rata share (based upon the proportion of the amounts described therein held by each Agent) of amounts available to be applied pursuant to clauses “FIRST” and “SECOND” above, and (iii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders Obligations consisting of accrued fees and interest (other than interest in connection with enforcing its rights under the Credit Documentsrespect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit); EIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding 162 Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH,” “SEVENTH,” “EIGHTH” and “NINTH” above; (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH above in the manner provided in this Section 11.5; and (iv) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of Administrative Lender and/or the Collateral DocumentsLenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Lender and/or the Lenders; SEVENTHFOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations held by such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or cash collateralization of the outstanding LOC Obligationsother payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Term Loans held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Term Loans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities), or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs that portion of the Obligations constituting fees, indemnities, expenses and expenses (other amounts, including without limitation reasonable attorneys' attorney fees) of , payable to the Agent in connection with enforcing its capacity as such, the rights Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Lenders under Agent, the Credit Documents Issuer and any protective advances made by PNC (as the Agent with respect lender of Swing Loans) in proportion to the Collateral under or pursuant respective amounts described in this clause First payable to the terms of the Collateral Documentsthem; SECOND, to the payment of any fees owed that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the AgentLenders under this Agreement and the Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) that portion of the Agent Obligations constituting accrued and unpaid interest on the Loans (other than the Term Loan or the Delayed Draw Term Loan) and Reimbursement Obligations, ratably among the Lenders in connection with enforcing its rights, for proportion to the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any respective amounts satisfied pursuant described in this clause Third payable to clause "FIRST" above)them; 124 222233776 FOURTH, to the payment of all that portion of the Credit Party Obligations consisting constituting unpaid principal of accrued fees the Loans (other than the Term Loan or the Delayed Draw Term Loan) and interestReimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Issuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH, to the payment of the outstanding principal amount that portion of the Credit Party Obligations (including constituting accrued and unpaid interest on the payment or cash collateralization of Term Loan and the outstanding LOC Obligations)Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each that portion of the Obligations constituting unpaid principal of the Term Loan and the Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw Term Loan Commitment Percentage in connection with enforcing its rights under proportion to the Credit Documentsrespective amounts described in this clause Sixth payable to them; SEVENTH, to all other Credit Party Obligations the payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and other obligations Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which shall have become due provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and payable under Other Lender Provided Financial Service Products, in proportion to the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" aboverespective amounts described in this clause Seventh held by them; and EIGHTHLAST, to the payment of the surplusbalance, if any, to whoever may the Loan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be lawfully entitled applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such surplusLender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent, the Issuing Lender or any Lender, pro rata as set forth below; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitationaccrued interest payable to the Lenders hereunder, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above)pro rata as set forth below; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including Loans and unreimbursed drawings under Letters of Credit, and to the payment or cash collateralization of the outstanding LOC Obligations), pro rata as set forth below; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFIFTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFOURTH" above; SIXTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and EIGHTHa Lender or Affiliate of a Lender, pro rata as set forth below; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations, or, in the case of clause "SIXTH" above, the proportion of then outstanding obligations under Hedging Agreements) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) ’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding amount of the other Credit Party Obligations, including, without limitation, the payment or Cash Collateralization of the outstanding LOC Obligations, and with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above and (iii) 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 Credit Party Obligations otherwise set forth above in this Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees or external counsel) of incurred by the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs accrued interest and expenses (including without limitation, reasonable attorneys' fees) fees on or in respect of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above)Obligations; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFIFTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFOURTH" above; and EIGHTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations held by such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Loan Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Loan Party Obligations or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Loan Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsLoan Documents with respect to the Loan Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Loan Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loan Party Obligations (including, without limitation, any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider); SIXTH, to all other Credit Loan Party Obligations and other obligations which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Borrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Borrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Borrower's Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under any of the Credit Other Documents ), or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders Obligations consisting of accrued fees and interest with respect to the Advances (other than interest on the Swing Loans) or otherwise provided for in connection with enforcing its rights under this Agreement or the Credit Other Documents; SEVENTH, to the payment of the outstanding principal amount of the Advances (other than the Swing Loans), including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and all Hedge Liabilities; EIGHTH, to all other Credit Party Obligations and other obligations provided for in this Agreement or the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; , and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its Ratable Share of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH” and “EIGHTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent as cash collateral as provided for in Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to or the contrarySupplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the an Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; SEVENTHFOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans and Term Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Term Loans and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s Permitted Discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself rights under this Agreement and the benefit of each of Other Documents or otherwise with respect to the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant Obligations owing to clause "FIRST" above)such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTHFOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Guaranteed Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of Administrative Lender and/or the Collateral DocumentsLenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Lender and/or the Lenders; SEVENTHFOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations (including the payment or cash collateralization of outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders Obligations consisting of accrued fees and interest (other than interest in connection with enforcing its rights under the Credit Documentsrespect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit); EIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH,” “SEVENTH,” “EIGHTH” and “NINTH” above; (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH above in the manner provided in this Section 11.5; and (iv) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5. 148 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities), or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs that portion of the Obligations constituting fees, indemnities, expenses and expenses (other amounts, including without limitation reasonable attorneys' attorney fees) of , payable to the Agent in connection with enforcing its capacity as such, the rights Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Lenders under Agent, the Credit Documents Issuer and any protective advances made by PNC (as the Agent with respect lender of Swing Loans) in proportion to the Collateral under or pursuant respective amounts described in this clause First payable to the terms of the Collateral Documentsthem; SECOND, to the payment of any fees owed that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the AgentLenders under this Agreement and the Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) that portion of the Agent Obligations constituting accrued and unpaid interest on the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in connection with enforcing its rights, for proportion to the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any respective amounts satisfied pursuant described in this clause Third payable to clause "FIRST" above)them; FOURTH, to the payment of all that portion of the Credit Party Obligations consisting constituting unpaid principal of accrued fees the Loans (other than the Term Loan) and interestReimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Issuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH, to the payment of the outstanding principal amount that portion of the Credit Party Obligations (including constituting accrued and unpaid interest on the payment or cash collateralization of Term Loan, among the outstanding LOC Obligations)applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each that portion of the Obligations constituting unpaid principal of the Term Loan, among the applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in connection with enforcing its rights under proportion to the Credit Documentsrespective amounts described in this clause Sixth payable to them; SEVENTH, to all other Credit Party Obligations the payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and other obligations Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which shall have become due provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and payable under Other Lender Provided Financial Service Products, in proportion to the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" aboverespective amounts described in this clause Fifth held by them; and EIGHTHLAST, to the payment of the surplusbalance, if any, to whoever may the Loan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be lawfully entitled applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such surplusLender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s Permitted Discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, including the payment of all Hedge Liabilities; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations owed to such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied pursuant to clauses “FOURTH,” “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. 77

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) hereof); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH. EIGHTH, to all other Credit Party Obligations arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to clauses "Clauses “FIRST" ” through "SIXTH" “EIGHTH” above; and EIGHTHTENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, “NINTH”, and “TENTH” above in the manner provided in this Section 11.5. Notwithstanding the foregoing, the assets of Sand Tiger shall only be applied to pay down Sand Tiger’s Obligations.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself rights under this Agreement and the benefit of each of Other Documents or otherwise with respect to the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant Obligations owing to clause "FIRST" above)such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders and the Issuer under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders and the Issuer in connection with enforcing its rights, for the benefit of itself rights under this Agreement and the benefit of each of Other Documents or otherwise with respect to the Lenders, under Obligations owing to such Lender or the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above)Issuer; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest arising under or pursuant to this Agreement or the Other Documents; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations constituting Advances (including the payment or cash collateralization of the outstanding LOC Obligationsamount of Letters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which owed to the Agent and its Affiliates that shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; SEVENTH, to all other Obligations and other obligations owed to the other Lenders and their respective Affiliates that shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders and the Issuer shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that then outstanding Advances held by such Lender or the Issuer bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH” and “SEVENTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH” and “SEVENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary except for Sections 16.3 and 16.4, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Credit DocumentsOther Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all Swingline Advances (including, without limitation, accrued fees and interest); FIFTH, to the payment of all accrued fees and interest on Advances (other than with respect to the Swingline Advances); SIXTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding Letters of Credit), other than Swingline Advance, in such order as Agent shall determine; SEVENTH, to the payment of the outstanding principal amount of the Obligations consisting of liabilities under Swap Contracts; EIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to Borrowing Agent on behalf of the applicable Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH”, “SEVENTH” and “EIGHTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH” and “SEVENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, contrary after the occurrence and during the continuance continuation of an Event of Default, proceeds from any payments (including prepayments under Section 2.3) or proceeds arising after the exercise of remedies hereunder (or after the Loan shall automatically become due and payable in accordance with the terms of Section 8.2), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations obligations of Borrower or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or of the obligations of Borrower under any of the Loan Documents are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a bankruptcy event): FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of Administrative Agent owed pursuant to the Agent in connection with enforcing the rights of the Lenders under the Credit Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or owed pursuant to the terms of the Collateral Loan Documents; SECOND, to the payment of any fees owed to Administrative Agent pursuant to the AgentLoan Documents; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses (including without limitation, limitation reasonable attorneys' ’ fees) of each Lender owed pursuant to the Agent Loan Documents, including without limitation in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above)Loan Documents; FOURTH, to the applicable Prepayment Premium, if any (which shall not be applicable regarding payments made pursuant to Section 2.3.2); FIFTH, to the applicable Breakage Costs; SIXTH, to the payment of all interest on the outstanding principal balance of the Credit Party Obligations consisting Loan accrued at the Applicable Interest Rate on the amount prepaid through and including the date of accrued fees and interestprepayment; FIFTHSEVENTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment Loan; EIGHTH, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon and any breakage, termination or cash collateralization of the outstanding LOC Obligations)other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHNINTH, to all other Credit Party Obligations and other obligations of Borrower which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “EIGHTH” above; and EIGHTHTENTH, to the payment of the surplus, if any, to whoever may be Borrower, unless another Person is lawfully entitled to receive such surplussurplus (or any portion thereof) in which case such surplus (or any portion thereof) shall be paid to such Person. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (b) each Lender shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding portion of the Loan held by such Lender bears to the aggregate then outstanding Loan) and (c) with respect to amounts payable under clause “EIGHTH” above, each Hedging Agreement Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of all obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH”, “SEVENTH” and “NINTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of Secured Parties under this Agreement and the Lenders under the Credit other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of Lenders to the Lenders, under the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall that have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or the Collateral Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest including with respect to any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or cash collateralization of the outstanding LOC Obligations (including, without limitation, any breakage, termination or other payments due under such Hedging Agreements and any interest accrued thereon, arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs Obligations arising under this Agreement and expenses the Other Documents consisting of accrued fees and interest (including without limitation, reasonable attorneys' fees) other than interest in respect of each of the Lenders in connection with enforcing its rights under the Credit DocumentsSwing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement, including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to all other Credit Party Obligations and other obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuers from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself rights under this Agreement and the benefit of each of Other Documents or otherwise with respect to the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant Obligations owing to clause "FIRST" above)such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); Amended & Restated Credit Agreement SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement Agreement, to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed payable to the AgentAgent then due and owing; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest then due and owing; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) then due and owing; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of any outstanding Letters of Credit), to breakage, termination or other payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the outstanding LOC Obligations)extent such Lender-Provided Interest Rate Hedge is permitted by Section 7.8, and to amounts due under any Cash Management Products; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents Documents, and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents, and to reimburse the Lenders for any costs and expenses of the Agent for which the Lenders have indemnified the Agent pursuant to Section 10.5; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest (including, without limitation, accrued fees and interest arising under any Secured Hedging Agreement); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (Obligations, and including the payment with respect to any Secured Hedging Agreement, any breakage, termination or cash collateralization of the outstanding LOC Obligations)other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders and Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses ”THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.11, only Collateral proceeds and payments under the Guaranty with respect to Secured Hedging Agreements shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of DefaultDefault and upon the exercise of remedies in accordance with Section 9.2, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Obligations (or other amounts owing under the Credit Documents or other documentation in respect of the Obligations in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights and remedies of the Lenders Banks under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthereto; SECOND, to payment of any fees owed to the AgentAdministrative Agent in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Banks hereunder in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Credit Party Obligations consisting of accrued fees and interestObligations; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations), all Obligations under any Swap Contract between any Credit Party or any Subsidiary and any Bank or Affiliate of a Bank that is permitted to be incurred pursuant to Section 8.1(g), and all Obligations under any Treasury Management Agreement between any Credit Party or any Subsidiary and any Bank or Affiliate of a Bank, in each case ratably among the respective parties in proportion to the respective amounts described in this clause “FIFTH” held by them; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplusthe Borrower Representative.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities (including JPM European Treasury Management Obligations) or Hedge Liabilities), or in respect of the Collateral shall be paid paid, subject to the terms of the Intercreditor Agreement, over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents arising from, related to or connected with the US-Canada Advances and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement (other than with respect to those arising from or connected with any Cash Management Liabilities and/or Hedge Liabilities); SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the US-Canada Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)US-Canada Swing Loans; SIXTH, to the payment of all reasonable outObligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of US-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsCanada Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of US-Canada Swing Loans paid pursuant to clause FIFTH above and other than Cash Management Liabilities and Hedge Liabilities) and including the payment or cash collateralization of any outstanding US-Canada Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to any Cash Management Liabilities (including any JPM European Treasury Management Obligations) and/or Hedge Liabilities; NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" above“EIGHTH”; and EIGHTHTENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding US-Canada Advances held by such Lender bears to the aggregate then outstanding US-Canada Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “NINTH” above and, with respect to clause “EIGHTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances); (iii) notwithstanding anything to the contrary in this Section 11.1, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding US-Canada Letters of Credit, such amounts shall be held by the Agent as cash collateral for the US-Canada Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such US-Canada Letters of Credit, and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC ObligationsObligations but excluding Credit Party Obligations to the extent they consist of Obligations under Hedging Agreements); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC ObligationsObligations but excluding Credit Party Obligations to the extent they consist of Obligations under Hedging Agreements); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements ;and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-out - of - pocket costs and expenses (including without limitation reasonable attorneys' feesAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents and any protective advances made by the Administrative Agent or any of the Lenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Section 3) owed to the Administrative Agent, the L/C Issuer or any Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all that portion of the Credit Party Obligations consisting constituting accrued and unpaid interest on the Loans and L/C Borrowings, and including with respect to any Secured Swap Contract, any fees, premiums and scheduled periodic payments due under such Secured Swap Contract, ratably among the Lenders (and any Affiliate of accrued fees and interesta Lender party to a Secured Swap Contract) as set forth below; FIFTHFOURTH, to the payment of the outstanding principal amount that portion of the Credit Party Obligations (including the payment or cash collateralization constituting unpaid principal of the outstanding LOC Obligations); SIXTHLoans, L/C Borrowings and any breakage, termination or other payments pursuant to Secured Swap Contracts, and to Cash Collateralize the payment undrawn amounts of all reasonable out-of-pocket costs and expenses (including without limitationLetters of Credit, reasonable attorneys' fees) of each of ratably among the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, (and any Affiliate of a Lender party to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" abovea Secured Swap Contract) as set forth below; and EIGHTHFIFTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders (and Affiliates of Lenders party to Secured Swap Contracts) shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, L/C Obligations and net payment obligations under Secured Swap Contracts held by such Lender bears to the aggregate then outstanding Loans, L/C Obligations and obligations under Secured Swap Contracts) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent as Cash Collateral and applied (i) first, to reimburse the L/C Issuer or, to the extent participated to the Lenders, the Lenders from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause "FOURTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees and expenses) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Agentextent not included in clause FIRST above; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs Obligations arising under this Agreement and expenses the Other Documents consisting of accrued fees and interest (including without limitation, reasonable attorneys' fees) other than interest in respect of each of the Lenders in connection with enforcing its rights under the Credit DocumentsSwing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement, including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to all other Credit Party Obligations and other obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders 124 shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuers from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or (including without limitation any other amounts outstanding under on account of any of the Credit Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization consisting of the outstanding LOC Obligations)Swing Loans; SIXTH, to the payment of all reasonable out-of-pocket costs Obligations arising under this Agreement and expenses the Other Documents consisting of accrued fees and interest (including without limitation, reasonable attorneys' fees) other than interest in respect of each of the Lenders in connection with enforcing its rights under the Credit DocumentsSwing Loans paid pursuant to clause FOURTH above); 125 SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement or any Other Document, including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof), and the payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities other than those owing to any Person other than Agent or an Affiliate thereof; EIGHTH, to the payment or cash collateralization (as applicable) of all other Credit Party Obligations arising under this Agreement or any Other Document, including all remaining Cash Management Liabilities and other obligations Hedge Liabilities, which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; NINTH, to the payment or cash collateralization (as applicable) of all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH; and TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities, or Hedge Liabilities, as applicable, held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities or Hedge Liabilities, as applicable, then being paid) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5 and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” or “EIGHTH” above are attributable to (A) cash collateral for outstanding Cash Management Liabilities and Hedge Liabilities, such amounts shall be held by Agent as cash collateral for such Cash Management Liabilities and Hedge Liabilities and applied (1) first, to reimburse the applicable Secured Party from time to time with respect to any such Cash Management Liabilities and Hedge Liabilities and (2) then, following the termination of all agreements relating to, and payment in full of, such Cash Management Liabilities and Hedge Liabilities, to all other obligations of the types described in clauses “SEVENTH”, “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5 or (B) the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (1) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (2) then, following the expiration of all Letters of Credit, to all other Obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable and documented attorneys' ’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitationreasonable and documented attorneys’ fees, reasonable attorneys' feeswhich shall be limited to one outside counsel and one local counsel in each relevant jurisdiction for each Lender) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit as provided for in Section 3.2(b)); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations (other than unasserted contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent as cash collateral as provided for in Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.6, and (iv) notwithstanding anything to the contrary in this Section 11.6, no CEA Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such CEA Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such CEA Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.6.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent Agents in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable outany Obligations and any interest accrued thereon, due under any Lender-ofProvided Interest Rate Hedge, to the extent such Lender-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsProvided Interest Rate Hedge; SEVENTH, to the payment of all UPS Affiliate Obligations; EIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Revolving Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees actually incurred) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' feesfees actually incurred) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Revolving Obligations owing to such Lender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Credit Party Obligations consisting of accrued fees and interestRevolving Obligations; FIFTH, to the payment of the outstanding principal amount of the Credit Party Revolving Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Revolving Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Obligations held by such Lender bears to the aggregate then outstanding Revolving Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration or earlier cancellation of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.14(c).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest in respect of Swingline Loans; FIFTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); SIXTH, to the payment of the outstanding principal amount of the Credit Party Obligations in respect of Swingline Loans; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including including, without limitation, the payment or cash collateralization of theCash Collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHEIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FIFTH”, “SEVENTH” and “EIGHTH” above and (iii) 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 Credit Party Obligations otherwise set forth above in this Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Loans, and, with respect to unreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above and (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other Obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to reimburse all unreimbursed drawings on all Letters of Credit; SECOND, to the repayment of all payments made by Lender under any of the Guaranties; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of Lender under this Agreement and the Lenders under the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Document; SECONDFOURTH, to the payment of any fees owed to the Agent; THIRDFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent Lender in connection with enforcing its rights, for the benefit of itself rights under this Agreement and the benefit of each of Other Documents or otherwise with respect to the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant Obligations owing to clause "FIRST" above)Lender; FOURTHSIXTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTHSEVENTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHEIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTH;. NINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Agent from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees actually incurred) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' feesfees actually incurred) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest and including with respect to any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations); SIXTHObligations and payment of the outstanding principal amount arising under any Secured Hedging Agreement, to the payment of all reasonable out-of-pocket costs extent such Secured Hedging Agreement is permitted by Section 7.1(e), any breakage, termination or other payments due under such Secured Hedging Agreement and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documentsany interest accrued thereon; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.and

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit rights of itself the Lenders under this Agreement and the benefit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of each of the Lendersthis Document; SECOND, under the Credit Documents (without duplication to payment of any amounts satisfied pursuant fees owed to clause "FIRST" above)the Agent; FOURTHTHIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTHFOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFIFTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFOURTH" above; and EIGHTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of any Swing Loans; SIXTH, to the Credit Party payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTHSEVENTH, to the payment of all reasonable out-of-pocket costs the Hedge Liabilities and expenses (including without limitationBorrower’s liabilities with respect to Other Bank Products; EIGHT, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “SEVENTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH,” “FIFTH,” and SEVENTH above; (iii) PNC alone shall receive an amount equal to all outstanding Swing Loans of amounts to be applied pursuant to clause “FIFTH” above; and (iv) to the extent that any amounts available for distribution pursuant to clause “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH” and “SEVENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of Secured Parties under this Agreement and the Lenders under the Credit other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of Lenders to the Lenders, under the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall that have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. ARTICLE XXXIV

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of Lenders to the Lenders, under the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such, and all amounts owed pursuant to Erroneous Payment Subrogation Rights; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans, LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or Cash Collateralization of the outstanding LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements); FIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender(s) from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b). Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Credit Party Obligations arising under Cash Management Agreements and Hedging 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 reasonably request, from the Cash Management Bank or the Secured Hedge Provider, as the case may be. Each Cash Management Bank or Secured Hedge Provider 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 Section 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTHFOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Borrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Borrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Borrower's Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and Participation Interests held by such Lender bears to the aggregate then outstanding Loans and LOC Participation Interests) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.15(c).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; 26 -111- FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above. Section 2.10

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the AgentAgent or the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Loans, to the payment or cash collateralization of the outstanding LOC Obligations, and, in the case of any proceeds of Collateral, to the outstanding principal portion of any Hedging Obligations, pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and Hedging Obligations held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and Hedging Obligations held by all of the Lenders) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts available for distribution

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions After the exercise of this Credit Agreement to the contrary, remedies provided for in Section 9.2 (or after the occurrence Loans have automatically become immediately due and during payable and the continuance of an Event of DefaultLOC Obligations have automatically been required to be cash collateralized as set forth in Section 9.2), all any amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to applied by the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECONDfollowing order: First, to payment of any fees owed that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the AgentAdministrative Agent and amounts payable under Section 3) payable to the Administrative Agent in its capacity as such; THIRDSecond, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and unreimbursed drawings under Letters of Credit and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.1, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the Issuing Lender in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) that portion of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each Obligations constituting unpaid principal of the LendersLoans and unreimbursed drawings under Letters of Credit, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under the any Swap Contract between any Credit Documents (without duplication Party and any Lender, or any Affiliate of any amounts satisfied pursuant to clause "FIRST" above); FOURTHa Lender, to the payment extent such Swap Contract is permitted by Section 8.1, (c) payments of all amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) cash collateralize that portion of LOC Obligations comprised of the Credit Party Obligations consisting aggregate undrawn amount of accrued fees Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and interest; FIFTHTreasury Management Agreements, Affiliates of Lenders) and the Issuing Lender in proportion to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders respective amounts described in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" abovethis clause Fourth held by them; and EIGHTHLast, to the payment of the surplusbalance, if any, after all of the Obligations have been indefeasibly paid in full, to whoever may the Borrower or as otherwise required by Law. Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be lawfully entitled applied to receive satisfy drawings under such surplusLetters 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the an Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent Agents or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent Agents or any of the Lenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent, the AgentIssuing Lender or any Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, accrued interest payable to the payment of Lenders hereunder and all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through and "SIXTHSECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans and EIGHTHunreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations, pro rata as set forth below; FIFTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender, pro rata, as set forth below; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH," and "FIFTH" above in the manner provided in this Section 9.3. -81- 88

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the an Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation limitation, reasonable attorneys' fees) of the Agent Agents in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent Agents with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to an Agent or the AgentIssuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Loans and unreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documentsthis Agreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under Lenders to the Credit Documents (without duplication of any amounts satisfied extent owing to such Lender pursuant to clause "FIRST" above)the terms of this Agreement; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including Hedge Liabilities, Cash Management Liabilities and the payment or cash collateralization of the any outstanding LOC ObligationsLetters of Credit); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. Monies and proceeds obtained from a Loan Party shall not be applied to its Excluded Hedge Liabilities, but appropriate adjustments shall be made with respect to amounts obtained from other Loan Parties to preserve the allocations specified above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Revolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses ‘THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Guaranteed Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of Administrative Lender and/or the Collateral DocumentsLenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Lender and/or the Lenders; SEVENTHFOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations (including the payment or cash collateralization of outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, subject to clause (c) of this Section 3.18, all amounts collected or received by the Administrative Agent or any Lender Party on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders Lender Parties under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders Lender Parties in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to each such Lender Party; SEVENTHTHIRD, to payment of any fees owed solely to the Administrative Agent for its own account; FOURTH, to the extent such collected amount is Included Asset Pool Proceeds or proceeds derived from the assignment of any Hedge Agreement entered into in connection with any Revolving Loan then to the payment of (1) the outstanding accrued fees and interest due in connection with the Swingline Loans, (2) the outstanding principal due in connection with the Swingline Loans, (3) the outstanding accrued fees and interest due in connection with the Revolving Loans and LOC Obligations until such amounts are paid in full, (4) the outstanding principal due in connection with the Revolving Loans and LOC Obligations (in inverse order of maturity) until such amounts are paid in full (including the payment or cash collateralization of the outstanding LOC Obligations), (5) the outstanding accrued interest due in connection with the Bridge Loans until such amount is paid in full and (6) the outstanding principal due in connection with the Bridge Loans (in inverse order of maturity) until such amounts are paid in full; FIFTH, to the extent such collected amount is not disbursed pursuant to the above, to the payment of (1) the outstanding accrued fees and interest due in connection with all Credit Party Obligations until such amounts are paid in full and (2) the outstanding principal due in connection with all Credit Party Obligations until such amounts are paid in full (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lender Parties, as applicable, shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations, as applicable, held by such Lender Party bears to the aggregate then outstanding Revolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above (such pro rata share to be determined individually for each clause (1) through (6) of clause "FOURTH"); and (iii) to the extent that any amounts available for distribution pursuant to clause "SIXTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in the Collateral Account and applied in accordance with Section 9.7.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Agent Lenders in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, rights under the Credit Documents (without duplication of any amounts satisfied pursuant or otherwise with respect to clause "FIRST" above)the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made CHAR1\1351553v8 63 by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interestinterest on the Loans, LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements; FIFTHFOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization Cash Collateralization of the outstanding LOC ObligationsObligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements); SIXTHFIFTH, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FIFTH” above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender(s) from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b). Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Credit Party Obligations arising under Cash Management Agreements and Hedging 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 reasonably request, from the Cash Management Bank or the Secured Hedge Provider, as the case may be. Each Cash Management Bank or Secured Hedge Provider 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 Section 10 hereof for itself and its Affiliates as if a “Lender” party hereto. CHAR1\1351553v8 64

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to or the contraryNew Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Agent in its capacity as an Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; SEVENTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder and under the New Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent Administrative Agents or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent Agents in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent's Fees then due and payable; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all accrued interest and Fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment of all LOC Obligations then reimbursable by the Borrower pursuant to Section 2.6(c), but excluding any LOC Obligations attributable to issued but undrawn Letters of Credit, and the payment of all matured and unpaid BA Obligations) and to the payment of any principal amounts outstanding under Hedging Agreements relating to the Obligations to the extent permitted hereunder; SIXTH, to the cash collateralization of all LOC Obligations and BA Obligations attributable to issued but undrawn Letters of Credit and Bankers' Acceptances; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including, without limitation, the outstanding principal amount arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 7.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders shall receive an amount equal to

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as followsfollows to the extent such order is permitted by applicable law: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation limitation, reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitationincluding, reasonable attorneys' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant to clause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit DocumentsDocuments or otherwise with respect to the Credit Party Obligations owing to such Lender; SEVENTHFOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Secured Hedging Agreement); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SIXTHFIFTH" above; and EIGHTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Agent Agents or any of the Lenders in connection with enforcing the rights of the Agents and the Lenders under the Credit Documents and any protective advances made by the Agent with respect Documents, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause “FIRST” payable to the terms of the Collateral Documentsthem; SECOND, to payment of any fees owed to the AgentAgents or any Lender, ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitationaccrued interest payable to the Lenders hereunder, reasonable attorneys' fees) of ratably among them in proportion to the Agent amounts described in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders, under the Credit Documents (without duplication of any amounts satisfied pursuant this clause “THIRD” payable to clause "FIRST" above)them; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SIXTHLoans, ratably among them in proportion to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders amounts described in connection with enforcing its rights under the Credit Documentsthis clause “FOURTH” payable to them; SEVENTHFIFTH, to all other Credit Party Borrower Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "SIXTH" “FOURTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FIFTH” payable to them; and EIGHTHSIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus.