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 Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (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 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 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Borrowers' 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 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 the Administrative Agent and each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrowers' Obligations owing to such Lender; FOURTHTHIRD, to the payment of all of the Borrowers' Obligations consisting of interest accrued fees and interest, and including with respect to any Hedging Agreement between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement relates to Indebtedness outstanding under this Agreement and is permitted by Section 6.1(e), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued fees not paid under the foregoingthereon; FIFTHFOURTH, to the payment of the outstanding principal amount of the Borrowers' Obligations and the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement relates to Indebtedness outstanding under this Agreement and is permitted by Section 6.1(e), any breakage, termination or other payments due on the Obligations, under such Hedging Agreement and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)thereon; SIXTHFIFTH, to all other Borrowers' Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "FOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to 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 Borrower 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 "THIRD" and "FOURTH" 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 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 2.12(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Collateral Agent actually incurred in connection with the execution of its duties as Collateral Agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever the Borrower and/or 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 acceleration of the exercise of remedies by the Administrative Agent or the Lenders Credit Party Obligations pursuant to Section 8.2 (or after the Loan (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)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 out-of-pocket 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 Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; THIRD, to the payment of all out-of-pocket 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the Obligations consisting of accrued fees and any breakage, termination or interest (other payments due on the Obligations, and any than interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate in respect of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a LenderSwing Loans paid pursuant to clause FOURTH above); SIXTHSEVENTH, 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 Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to whomever 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, subject to the Agreement Among Lenders, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; [PHI Group] Revolving Credit, Term Loan and Security Agreement 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate consisting of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Swing Loans; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of all Obligations arising under this Agreement and the surplus, if any, Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to 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.clause FOURTH above);

Allocation of Payments After Event of Default. Notwithstanding any other provisions After the acceleration of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Lenders pursuant to Obligations as provided for in Section 8.2 9.2(b) (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall Loans have automatically become immediately due and payable and the LOC Obligations have automatically been required to be Cash Collateralized as set forth in accordance with the terms of such SectionSection 9.2(c), all any amounts collected or received by the Administrative Agent or any Lender on account of the 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 followsapplied by the Administrative Agent in the following order: FIRST, to the payment of all out-of-pocket costs that portion of the Obligations constituting fees, indemnities, expenses and expenses other amounts (including without limitation reasonable attorneys’ ' fees) of payable to 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 Security Documentsits capacity as such; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs that portion of the Obligations constituting fees, indemnities and expenses other amounts (other than principal and interest) payable to the Lenders (including without limitation, reasonable attorneys’ and consultants’ ' fees) ratably among them in proportion to the amounts described in this clause Second payable to them; THIRD, to payment of each that portion of the Obligations constituting accrued and unpaid interest on the Revolving Loans and LOC Obligations, ratably among the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing respective amounts described in this clause Third payable to such Lenderthem; FOURTH, to the payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, LOC Obligations and to Cash Collateralize the undrawn amounts of Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; LAST, the balance, if any, after all of the Obligations consisting of interest and any accrued fees not have been indefeasibly paid under the foregoing; FIFTHin full, to the payment of Borrower or as otherwise required by Law. Subject to Section 2.2(c), amounts used to Cash Collateralize the outstanding principal aggregate undrawn amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate Letters of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTHclause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the payment of the surplusother Obligations, if any, to 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 categoryset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with 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 or any Hedging Agreement Other Document, including the payment or cash collateralization of any outstanding Letters of Credit in accordance with a Lender (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 of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)thereof; SIXTHEIGHTH, to the payment or cash collateralization (as applicable) of all other Obligations arising under this Agreement or any Other Document, including all remaining Cash Management Liabilities and all 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 “FIFTHSEVENTH” above; NINTH, to the payment or cash collateralization (as applicable) of all other Obligations which shall have become due and SEVENTHpayable and not repaid pursuant to clauses “FIRST” through “EIGHTH; and TENTH, to the payment of the surplus, if any, to whomever 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 and upon the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (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)Section 9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthereto; SECOND, to payment of any fees owed to the Administrative AgentAgent 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’ and consultants’ fees) of each of the Lenders Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderBank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe Borrowers. 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) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) 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 Bank 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under any Hedging this Agreement with a Lender and the Other Documents consisting of accrued fees and interest (or an Affiliate other than interest in respect of a LenderSwing 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) or any account arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) (including the payment or cash management accountscollateralization of any outstanding Letters of Credit in accordance with Section 2.10(b) or other cash management services provided by a Lender (or an Affiliate of a Lenderhereof); SIXTH. EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and all 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 “FIFTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “SIXTH” above; and TENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SEVENTH”; and ELEVENTH, to the payment of the surplus, if any, to whomever 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”, “SIXTH” and “EIGHTH” 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 as cash collateral for the Letters of Credit pursuant to 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,” “SIXTH”, “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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any other Lender on account of the Credit 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 but excluding the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders Secured Parties 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 Security Collateral Documents; SECOND, to payment of any fees 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' fees but excluding the cost of internal counsel) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Credit Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Credit Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)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 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the 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 one outside counsel (absent dissension among the Lenders or the Administrative Agent and consultants’ feesthe Lenders)) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid under the foregoingand interest 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, 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 on the Obligations, under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lenderthereon); SIXTHEIGHTH, to all other Credit Party Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; and SEVENTHNINTH, to the payment of the surplus, if any, to 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 the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Lenders in connection with enforcing its rights under the Credit Documents 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 consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and any breakage, termination or other payments due on all liabilities and obligations owing by the Obligations, and any interest accrued thereon together with all Obligations arising Borrower under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Agreements; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative AgentAgent hereunder; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.;

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Documents, except to the extent any protective advances made by such costs arise out of or relate to disputes solely between or among the Administrative Agent with respect to and/or the Collateral under or pursuant to the terms of the Security DocumentsLenders; 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents 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 Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accountscollateralization of outstanding LOC Obligations) or other cash management services provided and all obligations owing by a Lender (or an Affiliate of a Lender)the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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’ feesfees on an hourly rate plus expenses basis) of the Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under any Hedging this Agreement with a Lender and the Other Documents consisting of accrued fees and interest (or an Affiliate other than interest in respect of a LenderSwing 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) or any account arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities and including the payment or cash management accountscollateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) or other cash management services provided by a Lender (or an Affiliate of a Lenderhereof); SIXTH. EIGHTH, to all other Obligations and all other obligations arising under this Agreement which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; NINTH, to all other Obligations which shall have become due and SEVENTHpayable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and TENTH, to the payment of the surplus, if any, to whomever 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 115 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; 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 Agreement to the contraryAgreement, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Creditors under the Credit Documents Documents, including all reasonable expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and any protective counsel for the Collateral Agent, and all reasonable expenses, liabilities and advances incurred or made by the Administrative Collateral Agent with respect in connection therewith, and any other Obligations owing to the Collateral under Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or pursuant to preserve its security interest in the terms of the Security DocumentsCollateral; SECOND, to the 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 (i) each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such lender and (ii) each Derivatives Creditor in connection with enforcing any of its rights under the Derivatives Agreements or otherwise with respect to the Derivatives Obligations owing to such Derivatives Creditor, or, if the proceeds are insufficient to pay in full the amount of such costs and expenses, each Lender's and Derivatives Creditor's pro-rata share of the amount remaining to have been distributed; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, except as set forth in clauses First through Fourth above, ------------- ------ to the payment of the outstanding principal Credit Obligations and Derivatives Obligations owing to any Creditor, pro rata, as set forth below, with (i) an amount equal to the Credit Obligations being paid to the Collateral Agent (in the case of Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Credit Obligations, or, if the proceeds are insufficient to pay in full all Credit Obligations, its pro-rata share of the amount remaining to be distributed, and (ii) an amount equal to the Derivatives Obligations and any breakagebeing paid to the trustee, termination paying agent or other payments due on similar representative (each a "Representative") for the Derivatives Creditors, with each Derivatives -------------- Creditor receiving an amount equal to the outstanding Derivatives Obligations owed to it by the Credit Parties or, if the proceeds are insufficient to pay in full all such Derivatives Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate its pro-rata share of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)the amount remaining to be distributed; SIXTH, to all other Obligations and (the "Secondary Obligations"), --------------------- until all other obligations which Secondary Obligations shall have become due and payable under been paid in full or, if the Credit Documents or otherwise and not repaid pursuant proceeds are insufficient to clauses “FIRST” through “FIFTH” abovepay in full all Secondary Obligations, to each Creditor, in an amount equal to such Creditor's pro-rata share of the amount remaining to be distributed; and SEVENTH, to the payment of the surplus, if any, to 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 Creditors shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and Derivatives Obligations held by such Creditor bears to the aggregate then outstanding Loans, LOC Obligations and Derivatives Obligations) of 121 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 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 8.03. Notwithstanding the ----- ------------ foregoing provisions of this Section 8.03, (i) amounts on deposit in a ------------ Prepayment Account for any Class of Loans upon the occurrence of any such Event of Default shall be applied, first, to pay Loans of such Class and, second, ----- ------ after all the Loans of such Class have been paid in full, to the other Credit Obligations in the manner provided in this Section 8.03 and (ii) amounts on ------------ deposit in a cash collateral account pursuant to Section 2.02(l) upon the --------------- occurrence of any such Event of Default shall be applied, first, to reimburse ----- the Issuing Lender from time to time for any drawings under any Letters of Credit and, second, following the expiration of all Letters of Credit, to the ------ other Credit Obligations in the manner provided in this Section 8.03. ------------ ARTICLE IX AGENCY PROVISIONS

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any other Lender on account of the Credit 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 but excluding the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders Secured Parties 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 Security 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’ and consultants’ fees' fees but excluding the cost of internal counsel) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any other Lender on account of the Credit 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 Secured Parties 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at Administrative 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ ' 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 interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderany outstanding Letters of Credit); SIXTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Amended Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any other Lender on account of the Credit 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 Secured Parties 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 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 Security Documentsthereto; 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 Lenders hereunder in connection with enforcing its rights under the Credit Documents 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 consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTH, to the payment of the surplus, if any, to 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 categoryBorrower.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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' fees and the allocated cost of internal counsel) of the Collateral Agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees and the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees and consultants’ feesthe allocated cost of internal counsel) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH47 SIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after during the exercise existence of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Total Obligations 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 Administrative Agent actually incurred in connection with enforcing the rights and remedies of the Agent and the Lenders under the Credit Documents (including, without limitation, exercising rights and remedies in respect of the Collateral) and any protective advances (including any Discretionary Over-Advances) made by the Administrative Agent with respect to the Collateral under or pursuant to the terms thereto, excluding any of the Security Documentsforegoing solely relating to Bank Products; SECOND, to payment of any fees and expenses (including, without limitation, fees and expenses owing pursuant to Section 10.5(a)) owed to the Administrative AgentAgent under the Credit Documents and not paid pursuant to clause "FIRST" preceding, excluding any of the foregoing solely relating to Bank Products; THIRD, to the payment of all out-of-pocket costs accrued interest and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each fees on or in respect of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderObligations; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); FIFTH, to the payment of all amounts due with respect to Bank Products; SIXTH, to all other Obligations obligations hereunder and all 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" preceding; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under any Hedging this Agreement with a Lender and the Other Documents consisting of accrued fees and interest (or an Affiliate other than interest in respect of a LenderSwing 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) or any account arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities to the extent a reserve for such amounts has been included in the Formula Amount) (including the payment or cash management accountscollateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) or other cash management services provided by a Lender (or an Affiliate of a Lenderhereof); SIXTH. EIGHTH, to all other Obligations arising under this Agreement (including Cash Management Liabilities and all other obligations Hedge Liabilities which have not been reserved for as set forth in clause “SEVENTH” above)) which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHSEVENTH” above; NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; and SEVENTHTENTH, to the payment of the surplus, if any, to whomever 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) 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Borrower's Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Borrower's Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTHAgent for the account of the Issuing Lender, to the payment Cash Collateralize that portion of LOC Obligations comprised of the surplus, if any, to 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.aggregate undrawn amount of Letters of Credit;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrarycontrary but subject to any other written agreements among the Administrative Agent and/or Lenders, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 may, at Administrative Agent’s discretion or, shall at the direction of Required Lenders, be paid over or delivered as follows: FIRST, ratably 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 and the rights of the Lenders under this Agreement and the Credit Documents Other Documents, and any protective advances made Out-of-Formula Loans funded by the Administrative Agent and any Protective Advances funded by Administrative Agent with respect to the Collateral or otherwise under or pursuant to the terms of the Security Documentsthis Agreement; SECOND, ratably to payment of any fees owed to the Administrative Agent; THIRD, ratably to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate consisting of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Swing Loans; SIXTH, to all other Obligations and all 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; and SEVENTH, ratably to the payment of the surplus, if any, all Obligations consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to 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.clause FOURTH above); 108

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 7.2 (or after the Loan Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) 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 Secured 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 out-of-pocket 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket reasonable out‑of‑pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Secured Obligations owing to such Lender; FOURTH, to the payment of all of the Secured Obligations consisting of interest accrued fees and interest, and including with respect to any Secured Hedging Agreement and any Secured Cash Management Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and such Secured Cash Management Agreement and any interest accrued fees not paid under the foregoingthereon; FIFTH, to the payment of the outstanding principal amount of the Secured Obligations and the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Secured Hedging Agreement and any Secured Cash Management Agreement, any breakage, termination or other payments due on the Obligations, under such Secured Hedging Agreement and such Secured Cash Management Agreement and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)thereon; SIXTH, to all other Secured Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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 Hedging Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedging Agreement obligations) bears to the aggregate then outstanding Loans, LOC Obligations and obligations outstanding under the Hedging 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 and any Secured Cash Management Agreement. CHAR1\1357697v6

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or whoever else 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Collateral Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall may, at the Collateral Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all out-of-pocket fees, reasonable costs and expenses (including without limitation limitation, reasonable attorneys’ ' fees) of the Administrative Collateral Agent in connection with enforcing its rights and the rights of the Lenders Secured Parties under this Agreement and the Credit Other Documents and any protective advances made by the Administrative Collateral Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket fees, reasonable costs and expenses (including without limitation, reasonable attorneys’ ' fees) of the Trustee in connection with enforcing its rights and consultants’ the rights of the Secured Parties under this Agreement and the Other Documents and any protective advances made by the Trustee with respect to the Collateral under or pursuant to the terms of this Document; THIRD, to the payment of all reasonable costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders Secured Parties in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such LenderSecured Party; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoinginterest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; 169 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate consisting of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Swing Loans; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of all Obligations arising under this Agreement and the surplus, if any, Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to 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.clause FOURTH above);

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after acceleration of the exercise of remedies by the Administrative Agent or the Lenders Credit Party Obligations pursuant to Section 8.2 (or after the Loan (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)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 Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative 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 (including the payment or cash collateralization of the outstanding LOC Obligations); FIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant an Event of Default (but subject to Section 8.2 (or after the Loan (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 SectionSection 3.3(b)(vi)), 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 Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all of the Tranche A Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Tranche A Obligations; FIFTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest; SIXTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); SEVENTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTHEIGHTH, to all other Credit Party Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SEVENTH" above; and SEVENTHNINTH, to the payment of the surplus, if any, to 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.

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Loans and obligations owing hereunder and under the other Credit Documents (or other amounts owing under the Credit Documents 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 collateral agent actually incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent actually incurred in connection with enforcing the rights and remedies 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders hereunder actually incurred in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except as otherwise provided, the Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Lenders bears to the aggregate amount of Obligations then

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, contrary after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Loans, LOC Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral any collateral (if any) 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 collateral (if any) under or pursuant to the terms of the Security DocumentsPledge Agreements; 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 limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations Revolving Loans or other obligations hereunder owing to such Lender; THIRD, to payment of any fees owed to the Agent; FOURTH, to the payment of all accrued interest and fees in respect of the Obligations consisting of interest Loans and any accrued fees not paid under the foregoingother obligations hereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations Loans and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account obligations hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all 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 this Agreement and consultants’ the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this 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 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 interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding Letters of Credit); SIXTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Document; 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 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 interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderany outstanding Letters of Credit); SIXTH, to the payment of the Hedge Liabilities and Borrowers' liabilities with respect to Other Bank Products; SEVENTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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," "SIXTH" and "SEVENTH" 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," "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, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 including, without limitation limitation, reasonable attorneys’ fees' fees actually incurred and expenses but excluding the allocated cost of internal counsel) of the Collateral Agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the Collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees actually incurred and expenses but excluding the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ ' fees actually incurred and consultants’ feesexpenses but excluding the allocated cost of internal counsel) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and obligations owing from any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with Credit Party to a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)under Hedging Agreements relating to the Obligations to the extent permitted hereunder; SIXTHSEVENTH, to all other Obligations and all other obligations which that shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except as otherwise provided, the Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that then outstanding Obligations held by such Lenders bears to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clauses "FOURTH", "FIFTH" and "SEVENTH" above; (iii) except as otherwise provided, the Lenders and, with respect to Hedging Agreements, their Affiliates, shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that then outstanding Obligations and obligations under such Hedging Agreements held by such Lender or such Affiliate bears to the aggregate amount of then outstanding Obligations and obligations under such Hedging Agreements held by all Lenders and Affiliates) of amounts available to be applied pursuant to clauses "SIXTH" 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 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 "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 Agreement to the contrary, after After the exercise of remedies by the Administrative Agent or the Lenders pursuant to provided for in Section 8.2 7.2 (or after the Loan (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 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 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all other obligations which shall Loans have become due and payable under and the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment obligation of the surplusBorrower to Cash Collateralize the Letter of Credit Exposure has automatically become effective as set forth in the proviso to Section 7.2), if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the numerical order provided until exhausted prior following order: First, to application payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the next succeeding category.Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Banks) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, LC Disbursements and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and LC Disbursements and Secured Obligations that are Bank Product Obligations owing to a Lender and Secured Obligations that are obligations and liabilities of the Companies owing to a Hedge Bank under Hedge Agreements, ratably among Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after during the exercise existence of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Total Obligations (including proceeds of the Collateral) shall be paid over or delivered as follows: , but in no event in a manner inconsistent with the provisions of Section 11.1; FIRST, to the payment of all 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders Collateral Agent actually incurred in connection with enforcing its the rights and remedies of the Agents and the Lenders under the Credit Documents or otherwise (including without limitation, exercising rights and remedies in respect of the Collateral) and any protective advances (including any Discretionary Over-Advances) made with respect thereto, excluding any of the foregoing solely relating to Bank Products; SECOND, to payment of any out-of-pocket fees and expenses (including without limitation, fees and expenses owing pursuant to Section 13.5(a)) owed to the Obligations owing Collateral Agent, the Revolving Agent, the Term Agent, and the Lenders (in such order) under the Credit Documents and not paid pursuant to such Lenderclause "FIRST" preceding, excluding any of the foregoing solely relating to Bank Products; THIRD, to the payment of all accrued interest and fees on or in respect of the Revolving Obligations; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingTerm Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment or cash collateralization of the surplusoutstanding LOC Obligations), if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, but excluding amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category.falling under clause "SIXTH" below;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under any Hedging this Agreement with a Lender and the Other Documents consisting of accrued fees and interest (or an Affiliate other than interest in respect of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a LenderSwing Loans paid pursuant to clause FOURTH above); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to 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.clause FIFTH above) arising under this Agreement

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Interim Order, the Final Order (once entered) and the terms of the ABL 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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 Administrative Agent; 116 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingUS-Canada Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of US-Canada Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of US-Canada 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 Hedging Agreement outstanding US-Canada Letters of Credit in accordance with a Lender (or an Affiliate of a LenderSection 3.2(b) or hereof; EIGHTH, to any account Cash Management Liabilities (including cash management accountsany JPM European Treasury Management Obligations) or other cash management services provided by a Lender (or an Affiliate of a Lender)and/or Hedge Liabilities; SIXTHNINTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” aboveEIGHTH”; and SEVENTHTENTH, to the payment of the surplus, if any, to whomever 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 117 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 Agreement to the contraryCredit Agreement, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative AgentAgent or the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderDocuments; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under and interest payable to the foregoingLenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageLoans, termination to the payment or other payments due on cash collateralization of the outstanding LOC Obligations, and and, in the case of any interest accrued thereon together with all Obligations arising under proceeds of Collateral, to the outstanding principal portion of any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Obligations, pro rata, as set forth below; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 including, without limitation limitation, reasonable attorneys’ fees' fees and expenses and the allocated cost of internal counsel) of the collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ ' fees and consultants’ feesexpenses and the allocated cost of internal counsel) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accountscollateralization of the outstanding LOC Obligations) or other cash management services provided by a Lender (or an Affiliate and to the payment of a Lender)any principal amounts outstanding under Hedging Agreements permitted hereunder; SIXTHSEVENTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except as otherwise provided, the Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that then outstanding Obligations held by such Lenders bears to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clauses "FOURTH", "FIFTH" and "SEVENTH" above; (iii) except as otherwise provided, to the extent that any amounts available for distribution pursuant to clause "SIXTH" above are attributable to obligations under Hedging Agreements permitted hereunder held by Lenders or their Affiliates, the Lenders and their Affiliates shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that then outstanding Obligations and obligations under Hedging Agreements permitted hereunder held by such Lenders or their Affiliates bear to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clause "SIXTH" 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 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 "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 provision of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent, the Canadian 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 Canadian 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent and the Canadian 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid and interest (including, without limitation, accrued fees and interest arising under the foregoingany 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 on the Obligations, under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)thereon; SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 and upon the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (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)Section 9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Agents in connection with enforcing the rights and remedies of the Lenders Banks under the Credit Documents and any protective advances made by the Administrative Agent with respect thereto, in each case ratably among the Agents in proportion to the Collateral under or pursuant to the terms of the Security Documentsrespective amounts in this clause “FIRST” held by them; SECOND, to payment of any fees owed to any Agent in its capacity as such under the Administrative AgentCredit Documents, in each case ratably among the Agents in proportion to the respective amounts in this clause “SECOND” held by them; 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 Lenders Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderBank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations), all Obligations under any Secured Swap Contract, all Obligations under any Secured Treasury Management Agreement, and any breakage, termination or other payments due on the all Bilateral Letter of Credit Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided in each case ratably among the respective parties in proportion to the respective amounts described in this clause “FIFTH” held by a Lender (or an Affiliate of a Lender)them; SIXTH, to all other Obligations hereunder and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe Borrower Representative. 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) except as otherwise provided, the Banks (and Affiliates thereof) shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks (and Affiliates thereof) bears to the aggregate amount of the Obligations then outstanding) 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 applicable Issuing Bank 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). Excluded Swap Obligations with respect to any Credit Party shall not be paid with amounts received from such Credit Party or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Contracts and Bilateral Letter of Credit Obligations shall be excluded from the application described above if the Collateral Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Collateral Agent may request, from the applicable Treasury Management Bank, Swap Bank or Bilateral Letter of Credit Bank, as the case may be. Each Treasury Management Bank, Swap Bank or Bilateral Letter of Credit Bank not a party to this Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Collateral Agent pursuant to, and be bound by, the terms of Section 10, for itself and its Affiliates as if a “Bank” party hereto.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of any Event of Default under Section 8.01(a) or after the exercise of any of the remedies by the Administrative Agent or the Lenders pursuant to provided under Section 8.2 8.02 (or after the Loan (with accrued interest thereonoccurrence of any Event of Default specified in Section 8.01(e) and all other amounts under the Credit Documents shall automatically become due and payable automatic occurrence of the events specified in accordance with the terms first sentence of such Sectionthe final paragraph in Section 8.02), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Senior Credit Documents or in respect of the Collateral Obligations, shall be paid over or delivered as followsapplied in the following order: FIRST, to the payment of all out-of-pocket that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including without limitation reasonable attorneys’ feesAttorney Costs and other amounts payable under Article III) of payable to 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 proportion to the Collateral under or pursuant amounts described in this clause FIRST payable to the terms of the Security Documentsthem; SECOND, to the payment of any fees owed that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including Attorney Costs and other amounts payable under Article III) payable to Lenders holding the Tranche B Term Loans and Revolving Commitments and/or Revolving Loans, Letters of Credit, Swingline Loans and Participation Interests in outstanding Swingline Loans and Letters of Credit (to the Administrative Agentextent such Participation Interests have been funded), ratably among them in proportion to the amounts described in this clause SECOND payable to them; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each that portion of the Lenders Senior Credit Obligations constituting unpaid interest on the Tranche B Term Loans, the Revolving Loans (for purposes of clarification, including unreimbursed obligations arising from drawings under Letters of Credit which have become Revolving Loans), the Swingline Loans and Participation Interests in connection with enforcing its rights under the outstanding Swingline Loans and Letters of Credit Documents or otherwise with respect (to the Obligations owing to extent such Lender; FOURTHParticipation Interests have been funded), ratably to the payment of all of the Lenders holding such Senior Credit Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, in proportion to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, respective amounts described in this clause THIRD payable to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.them;

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Loans or other Guaranteed Obligations hereunder owing to such Lender; FOURTH, to the payment of all accrued interest (pro rata based on proportions of accrued unpaid interest on Loans) and fees on or in respect of the Loans or other Guaranteed Obligations consisting of interest and any accrued fees not paid under the foregoinghereunder; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Guaranteed Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations Loans and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 or the contrarySupplemental Credit Agreement, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative an Agent or any Lender on account of the 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 Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative an Agent in its capacity as Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to and the Obligations owing to such LenderSupplemental Credit Documents; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid and interest payable to (i) the New Credit Agreement Lenders hereunder and (ii) the Supplemental Credit Lenders under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all other obligations which shall have become due and payable under the Supplemental Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to 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.Agreement;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 and documented out-of-pocket costs and expenses (including without limitation reasonable and documented attorneys’ fees) of the Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Agreement; 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 and documented attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakageconsisting of Swing Loans; SIXTH, termination or other payments due on to the Obligations, and any interest accrued thereon together with payment of all Obligations arising under any Hedging this Agreement with a Lender and the Other Documents consisting of accrued fees and interest in respect of Revolving Advances (or an Affiliate other than interest in respect of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a LenderSwing Loans paid pursuant to clause FOURTH above); SIXTHSEVENTH, to the payment of the outstanding principal amount of the Obligations in respect of Revolving Advances (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above and Letters of Credit pursuant to clause EIGHTH below) arising under this Agreement; EIGHTH, to the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; NINTH, to the payment of all other Obligations arising under this Agreement and all other obligations the Other Documents consisting of accrued fees and interest in respect of FILO Advances; TENTH, to the payment of the outstanding principal amount of the Obligations arising under this Agreement in respect of FILO Advances; ELEVENTH, to the payment of Cash Management 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 “FIFTHTENTH” above; TWELFTH, to the payment of Hedge Liabilities which shall have become due and SEVENTHpayable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “ELEVENTH” above; THIRTEENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “TWELFTH”; and FOURTEENTH, to the payment of the surplus, if any, to whomever 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”, “SIXTH”, “SEVENTH”, “EIGHTH”, “NINTH”, “TENTH”, and “THIRTEENTH” above; and, with respect to clauses “ELEVENTH” and “TWELFTH” 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) in the case of amounts provided pursuant to clause “EIGHTH” above, 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 “NINTH”, “TENTH”, “ELEVENTH”, “TWELFTH”, and “THIRTEENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Loan Documents 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 Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthereto; SECOND, to payment of any fees owed to the Administrative AgentAgent hereunder; 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 Lenders Banks hereunder in connection with enforcing its rights under the Credit Loan Documents or otherwise with respect to the Credit Obligations owing to such LenderBanks; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingCredit Obligations; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding Letter of Credit Exposure); SIXTH, to all other Credit Obligations hereunder and all other obligations which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or such other Persons as 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) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clauses “THIRD,” “FOURTH,” “FIFTH” and “SIXTH”; 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 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 9.4

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthis Document; 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and any breakageinterest with respect to Advances (other than the FILO Advances) and Revolving Commitments (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, termination or to the payment of the Obligations consisting of principal with respect to Advances other payments due on the Obligationsthan FILO Advances, 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 interest accrued thereon together outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to the payment of all Obligations arising under any Hedging this Agreement and the Other Documents consisting of accrued fees and interest with a Lender (respect to the FILO Advances; NINTH, to the payment of the FILO Advances; TENTH, to payment or an Affiliate cash collateralization of a Lender) or any account (including cash management accounts) or other cash management services Cash Management Liabilities and Hedge Liabilities, to the extent not provided by a Lender (or an Affiliate of a Lender); SIXTHfor above. ELEVENTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTHTENTH” above; TWELFTH, to all Obligations owing to any Defaulting Lender; and SEVENTHTHIRTEENTH, to the payment of the surplus, if any, to whomever 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”, “NINTH”, “TENTH” and “ELEVENTH”; and, with respect to clause “TENTH” 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; (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 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 to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)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 (excluding the Tranche C Lender in its capacity as such) 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 Security Collateral Documents; SECOND, to payment of any fees owed payable to the Administrative AgentAgent then due and owing; 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 Lenders (excluding the Tranche C Lender in its capacity as such) in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations (excluding the Tranche C Obligations) consisting of interest and any accrued fees not paid under the foregoingand interest then due and owing; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and any breakage, termination (including the payment or other payments due on cash collateralization of the outstanding LOC Obligations, but excluding the Tranche C Obligations) then due and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)owing; SIXTH, to all other Credit Party Obligations (other than the Tranche C Obligations) and all 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; SEVENTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Tranche C Lender in connection with enforcing its rights under Section 2.6, Section 2.7, the LOC Documents related to Tranche C Letters of Credit, the Tranche C Guaranty or otherwise with respect to the Tranche C Obligations; EIGHTH, to the payment of all of the Tranche C Obligations consisting of accrued fees and interest then due and owing; NINTH, to the payment of the outstanding principal amount of the Tranche C Obligations (including the payment or cash collateralization of the outstanding Tranche C LOC Obligations) then due and owing; TENTH, to all other Tranche C 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 "NINTH" above; and SEVENTHELEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Agents 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents 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 consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accountsthe 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) or other cash management services provided by a Lender and to the payment of any principal amounts outstanding under Hedging Agreements (or an Affiliate of a Lenderto the extent permitted hereunder); SIXTH, to the cash collateralization of all other LOC Obligations and attributable to issued but undrawn Letters of Credit; SEVENTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Loans or other Guaranteed Obligations hereunder owing to such Lender; FOURTH, to the payment of all accrued interest (pro rata based on proportions of accrued unpaid interest on Loans) and fees on or in respect of the Loans or other Guaranteed Obligations consisting of interest and any accrued fees not paid under the foregoinghereunder; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations Loans and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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’ ' fees) of the Administrative Agent Agents 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 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 Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Revolving Obligations owing to such Lender; FOURTHTHIRD, to the payment of all accrued interest and Fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingRevolving Obligations; FIFTHFOURTH, to the payment of the outstanding principal amount of the Revolving Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment of all LOC Obligations then reimbursable by the Borrower pursuant to Section 2.6(d), but excluding any LOC Obligations attributable to issued but undrawn Letters of Credit); FIFTH, to the cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lender)all LOC Obligations attributable to issued but undrawn Letters of Credit; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of the Agent in connection with enforcing the rights of Lenders under this Agreement and consultants’ the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; 66 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 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 interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding Letters of Credit); SIXTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after during the exercise existence of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral Total Obligations (including proceeds of the Collateral) shall be paid over or delivered as follows: , but in no event in a manner inconsistent with the provisions of Section 11.1; FIRST, to the payment of all 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders Collateral Agent actually incurred in connection with enforcing its the rights and remedies of the Agents and the Lenders under the Credit Documents or otherwise (including without limitation, exercising rights and remedies in respect of the Collateral) and any protective advances (including any Discretionary Over-Advances) made with respect thereto, excluding any of the foregoing solely relating to Bank Products; SECOND, to payment of any fees and expenses (including without limitation, fees and expenses owing pursuant to Section 13.5(a)) owed to the Obligations owing Collateral Agent, the Revolving Agent, the Term Agent, and the Lenders (in such order) under the Credit Documents and not paid pursuant to such Lenderclause "FIRST" preceding, excluding any of the foregoing solely relating to Bank Products; THIRD, to the payment of all accrued interest and fees on or in respect of the Revolving Obligations; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingTerm Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to the payment of all amounts due with respect to Bank Products; SEVENTH, to the payment of all other Revolving Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"THIRD", "FIFTH” above", and "SIXTH" preceding; EIGHTH, to the payment of all accrued interest and SEVENTHfees in respect of the Term Obligations that have not been paid pursuant to clause "FOURTH" preceding by reason of the provisions of Article 11; NINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out outstanding principal amount of the foregoing, amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category.Term Obligations;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all 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 this Agreement and consultants’ the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this 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 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 interest and any accrued fees not paid and interest arising under or pursuant to this Agreement or the foregoingOther Documents; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account constituting Advances (including the payment or cash management accountscollateralization of the outstanding Dollar Equivalent amount of Letters of Credit) or other cash management services provided by a and the payment of Priority Lender (or an Affiliate of a Lender)Hedging Obligations; SIXTH, to all other Obligations (including the payment of Second Priority Lender Hedging Obligations) and all other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative AgentAgent hereunder; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except as otherwise provided, the Lenders shall receive amounts ratably in accordance with their respective pro rata share -------- (based on the proportion that the then outstanding Obligations held by such Lenders bears to the aggregate amount of Obligations then outstanding) of amounts available to be applied pursuant to clauses "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" 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 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 "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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)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 Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.and

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative an Agent or any Lender on account of the 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 Agents in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent Agents with respect to the Collateral under or pursuant to the terms of the Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agentan Agent or a Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderDocuments; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under and interest payable to the foregoingLenders 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 breakageprincipal amounts outstanding under Hedging Agreements, termination or other payments due on the Obligationspro rata, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)as set forth below; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Borrower's Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Borrower's Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Borrower's Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthereto; 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 Lenders Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderBank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and all 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; and SEVENTH, to the payment of the surplus, if any, to 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 categoryBorrower.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Loan Documents 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 Agent, the LC Issuer or the Lenders in connection with enforcing the rights and remedies of the Administrative Agent or the Lenders under the Credit Loan Documents and any protective advances made by the Administrative Agent with respect thereto or otherwise with respect to the Collateral under or pursuant Obligations owing to the terms of Lenders, the Security DocumentsLC Issuer or the Administrative Agent; SECOND, to payment of any fees owed to the Lenders, the LC Issuer or the Administrative AgentAgent hereunder; THIRD, to the payment of all out-of-pocket costs accrued interest and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each fees on or in respect of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such LenderObligations; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or collateralization of the outstanding LC Obligations and Rate Management Obligations owed to Lender Counterparties being paid on a pari passu basis with the repayment of other cash management services provided by a Lender (or an Affiliate of a LenderObligations); SIXTHFIFTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "FOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to whomever Unit or such other Persons as 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 categorycategory to the Administrative Agent or in accordance with each Lender's Pro Rata Share, as applicable, (unless a Lender is a Defaulting Lender); and (ii) 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 LC Issuer 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 "THIRD" and "FOURTH" above in the manner provided in this Section 11.4. Excluded Swap Obligations with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets, but appropriate adjustments shall be made to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 11.4.

Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except as otherwise provided, the Lenders shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Lenders bears to the aggregate amount of Obligations then outstanding) of amounts

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 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 Security Documentsthereto; 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 Lenders hereunder in connection with enforcing its rights under the Credit Documents 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 consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe Borrower. 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) except

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 Loan Documents 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 under the Credit Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documentsthereto; SECOND, to payment of any fees owed to the Administrative AgentAgent hereunder; 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 Lenders Banks hereunder in connection with enforcing its rights under the Credit Loan Documents 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 consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account hereunder (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding Letter of Credit Exposure); SIXTH, to all other Obligations hereunder and all other obligations which shall have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FIFTH” " above; and SEVENTH, to the payment of the surplus, if any, to whomever the Borrower or such other Persons as 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) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such Banks bears to

Allocation of Payments After Event of Default. (i) Notwithstanding any other provisions of this Credit Agreement to the contrarycontrary and subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default and following the exercise of any remedies by the Administrative Agent or the Lenders pursuant to as set forth in Section 8.2 (or after the Loan (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)9.2, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or Hedging Agreements or otherwise with respect to the Borrower's Obligations owing to such Lender; FOURTH, to the payment of all of the Borrower's Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Borrower's Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Borrower's Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 including, without limitation limitation, reasonable attorneys’ feesfees and expenses and the allocated cost of internal counsel) of the collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and the allocated cost of internal counsel) of the Administrative Agent in connection with enforcing the rights and remedies 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ fees and consultants’ feesexpenses and the allocated cost of internal counsel) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to 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.;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender Bank 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/or the Trustee in connection with enforcing the rights of the Lenders Banks under the Credit Documents and any protective advances made by the Administrative Agent Trustee with respect to the Collateral under or pursuant to the terms of the Security Collateral Documents; SECOND, to payment of any fees owed to the Administrative AgentAgent or the Trustee; 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 Lenders Banks in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such LenderBank; FOURTH, to the payment of all of the Credit Party Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Party Obligations (including all obligations arising under Hedging Agreements) and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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

Allocation of Payments After Event of Default. (a) Notwithstanding any other provisions of this Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or (including without limitation any other amounts outstanding under any of the Credit Other Documents but excluding any Exempt Last Out Loan Proceeds), or in respect of the Collateral shall (excluding any Exempt Last Out Loan Proceeds) 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 Administrative 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 Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security 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’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such LenderLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and any accrued fees not paid under on account of the foregoingSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate consisting of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender)Swing Loans; SIXTH, to all other Obligations and all 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; and SEVENTH, to the payment of all of the surplus, if any, to 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 Obligations consisting of accrued fees and interest with respect to the next succeeding category.Advances (other than interest on the Swing Loans) or otherwise provided for in this Agreement or the Other Documents;

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the 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 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 collateral agent incurred in connection with the execution of its duties as collateral agent in exercising or attempting to exercise rights and remedies in respect of the collateral and all protective advances made with respect thereto; SECOND, 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 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 Security Documentsthereto; SECONDTHIRD, to payment of any fees owed to the Administrative Agent; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ ' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTHFIFTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of interest and any accrued fees not paid under the foregoingObligations; FIFTHSIXTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTHSEVENTH, to all other Obligations and all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FIFTH” "SIXTH" above; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any other Lender on account of the Credit 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 Secured Parties 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 Security 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’ and consultants’ ' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Obligations consisting of interest and any accrued fees not paid under the foregoingand interest; FIFTH, to the payment of the outstanding principal amount of the Credit Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including the payment or cash management accounts) or other cash management services provided by a Lender (or an Affiliate collateralization of a Lenderthe outstanding LOC Obligations); SIXTH, to all other Credit Obligations and all 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; and SEVENTH, to the payment of the surplus, if any, to whomever 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 Agreement to the contrary, after the exercise occurrence and during the continuance of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms an Event of such Section)Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents Secured Obligations, or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all outthat portion of the Secured Obligations constituting fees, indemnities, expenses, Out-of-pocket costs Formula Loans, Protective Advances and expenses (other amounts, including without limitation reasonable attorneys’ fees) of the Administrative attorney fees payable to Agent in connection with enforcing its capacity as such, Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among Agent, Issuer and PNC (as the rights lender of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect Swing Loans) in proportion to the Collateral under or pursuant respective amounts described in this clause First payable to the terms of the Security Documentsthem; SECOND, to the payment of any fees owed that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Lenders under this Agreement and the Other Documents, including attorney fees, ratably among Lenders in proportion to the Administrative Agentrespective amounts described in this clause Second payable to them; THIRD, to the payment of all out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and Reimbursement Obligations, ratably among Lenders and Issuer in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing respective amounts described in this clause Third payable to such Lenderthem; FOURTH, to the payment of all that portion of the Secured Obligations consisting constituting (i) unpaid principal of interest the Advances, (ii) Reimbursement Obligations and any accrued fees obligations to cash collateralize Letters of Credit in accordance with Section 3.2(b) hereof, and (iii) obligations then owing (up to an aggregate amount not paid to exceed the Hedge/Bank Product Reserve) under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, Non-Lender Commodity Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the foregoingSecured Parties in proportion to the respective amounts described in this clause Fourth payable to them; FIFTH, to the payment of the outstanding principal amount of the Obligations and any breakage, termination or other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of a Lender); SIXTH, to all other Secured Obligations and all other obligations which shall that have become due and payable (hereunder, under the Credit Other Documents or otherwise otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTHFOURTH” above; and SEVENTHLAST, to the payment of the surplusbalance, if any, to whomever may be lawfully entitled to receive such surplusLoan Parties or as required by Law. 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 Secured Party (so long as it is not a Defaulting Lender) shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Secured Party bears to the aggregate then outstanding Advances, 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.