Common use of Allocation Clause in Contracts

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, but subject in all respects to the Intercreditor Agreement, during an Event of Default, if so directed by the Required Lenders or at Administrative Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all fees, including fees payable pursuant to this Agreement, and all costs and expenses, including Extraordinary Expenses, owing to Administrative Agent in its capacity as Administrative Agent; (bii) second, to all amounts costs and expenses reimbursable by Borrowers owing to Agent on Swingline LoansLC Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swing Line Lender on LC ObligationsSwing Line Loans (including principal and interest); (div) fourth, to all amounts owing to LC Issuer with respect to that portion of the LC Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees to the extent not already paid above (other than any then constituting Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest to the extent not already paid above (other than any then constituting Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to (A) all Loans, (B) LC Obligations (including the Cash Collateralization of that portion of the LC Obligations constituting undrawn amounts under outstanding Letters of Credit), including Cash Collateralization and (C) Bank Product Obligations, if and to the extent required by Section 13.13, the applicable Bank Product Provider thereof has delivered a Secured Party Designation Notice to Administrative Agent, up to the amount of outstanding and LC Obligations; andReserves then being imposed by Administrative Agent in regard thereto; (hviii) lasteighth, to all other Bank Product Obligations described in sub-clause (C) of clause (vii) above, to the extent not already paid; (ix) ninth, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured including Bank Product Obligations, if and may request a reasonably detailed calculation to the extent not already paid, other than any then owing to the Defaulting Lenders; (x) tenth, to all Obligations then owing to the Defaulting Lenders; and (xi) lastly, the balance, if any, after Payment in Full of such amount from the applicable Secured Party. If a Secured Party fails all Obligations, to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Borrowers or as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligorotherwise required under Applicable Laws.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)on Tranche A Revolver Loans and Tranche A Revolver Commitments; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)on Tranche A Revolver Loans; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to principal payments on Tranche A Revolver Loans and all Loans, Letters Noticed Xxxxxx up to the amount of Creditthe Bank Product Reserve, including Cash Collateralization of outstanding Noticed Xxxxxx; (h) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and LC Tranche B Revolver Commitments; (i) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; (j) tenth, to principal payments on Tranche B Revolver Loans; (k) eleventh, to all other Noticed Xxxxxx; (l) twelfth, to all other Secured Bank Product Obligations; and (hm) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all Extraordinary Expenses owing to any Lender; (c) third, to all amounts owing to Agent on Swingline Loans; (cd) thirdfourth, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations); (e) fifth, to all Obligations constituting interest fees (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations constituting interest (excluding amounts relating to Cash Management ServicesBank Products); (g) seventh, to all Loans, provide Cash Collateral for outstanding Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and; (h) lasteighth, to all other Obligations, other than Bank Product Debt; and (i) last, to Bank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them all of the Lenders without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the ObligationsSecured Obligations (including the Prepayment Premium, if owed), whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs payment of that portion of the Obligations constituting fees, indemnities, expenses (including extraordinary expenses) and expenses, including Extraordinary Expensesother amounts, owing to the Administrative Agent, in its capacity as such; (b) second, to all payment of that portion of the Obligations constituting indemnities, expenses, and other amounts owing (other than principal, interest and fees) payable to Agent on Swingline Loansthe Lenders, ratably among them in proportion to the amounts described in this clause second payable to them; (c) third, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, other Obligations, and fees and any premiums (including the Prepayment Premium, if owed), ratably among the Lenders in proportion to the respective amounts owing described in this clause third payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all payment of that portion of the Obligations constituting fees (other than Bank Product Obligations);unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause fourth held by them; and (e) fifthlast, the balance, if any, after all of the Obligations have been paid in full, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligationsthe Loan Parties or as otherwise required by Applicable Law. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof such Secured Obligations (including the Prepayment Premium, if owed) are paid in full or cash collateralized, as applicable and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations (including the Prepayment Premium, if owed) in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs fees, costs, expenses and expenses, including Extraordinary Expenses, indemnities owing to Agentthe Administrative Agent in its capacity as such pursuant to the terms of the Loan Documents; (b) second, to payment in full of all amounts owing to Agent any Swingline Lender on Swingline Loans; (c) third, to payment in full of all amounts owing to any Issuing Bank on with respect to any LC ObligationsDisbursements or interest thereon and Issuing Bank Fees; (d) fourth, to all Secured Obligations constituting fees fees, indemnities, expenses and other amounts (other than Bank Product Obligations)principal, interest and Letter of Credit fees payable to the Lenders and arising under the Loan Documents ratably among them in proportion to the respective amounts described in this clause (d) held by them; (e) fifth, to all Secured Obligations constituting interest and Letter of Credit Fees on the Loans, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (other than Bank Product Obligations)e) held by them; (f) sixth, (i) to payment of all Secured Obligations constituting unpaid principal of the Loans, obligations of the Loan Parties then owing under Secured Bank Product Obligations relating and (ii) to Cash Management Services;Collateralize that portion of LC Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to, ratably among the Lenders, the Issuing Banks and Secured Bank Product Providers, in proportion to the respective amounts described in this clause (f) held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to Cash Collateralize such LC Obligations, (y) amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the foregoing clause (ii) shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the priority of payments set forth in this Section 7.02; and (g) seventh, to all Loans, Letters the payment of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other ObligationsSecured Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Secured Obligations then owing to the Administrative Agent and the other Secured Parties. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology last reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations, and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Lead Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrowers.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at the Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to the Agent (including attorneys’ fees) in its capacity as the Agent and any Protective Advances and any Overadvances made by the Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline Loansthe Letter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (vi) sixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (vii) seventh, to the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, to all other Obligations (other than Bank Product Obligations); (eix) fifthninth, up to the amount (after taking into account any amounts previously paid pursuant to this clause (ix) during the continuation of the applicable Event of Default) of the most recently established Bank Product Reserve, to Bank Product Obligations based upon amounts then certified by the applicable Bank Product Provider to the Agent (in form and substance satisfactory to the Agent) to be due and payable on account of the Bank Product Obligations; (x) tenth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (hxi) lastfinally, to all other Obligationsthe Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider’s pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to the Agent (as contemplated in the definition of “Bank Product Obligations”) and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by the Agent by such Bank Product Provider to the Agent. The Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider’s reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, the Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of instead rely on any Obligor. This Section is not for the benefit of or enforceable by any Obligorprior accounting thereof.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsor on behalf of any Loan Party, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, owing to the Agent, to the extent owing by any Loan Party; (bii) second, to all amounts owing to Agent the Swingline Lender on Swingline Loans; (ciii) third, to all amounts owing to Issuing any Fronting Bank on LC Obligations; (div) fourth, to all Obligations constituting fees (other than Bank Product Obligations)owing by the Loan Parties; (ev) fifth, to all Obligations constituting interest (other than Bank Product Obligations)owing by the Loan Parties; (fvi) sixth, to Cash Collateralization of LC Obligations; (vii) seventh, to the principal amount of all Revolver Loans and all Qualified Secured Bank Product Obligations relating of any Loan Party to Cash Management Services; (g) seventh, the extent a Bank Product Reserve has been established with respect thereto up to all Loans, Letters of Credit, and including Cash Collateralization of outstanding and LC Obligationsthe amount most recently specified to the Agent pursuant to the terms hereof; and (hviii) lasteighth, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Qualified Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, as the case may be, last reported to the Agent and or the actual Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, as the case may be, as calculated by the methodology reported to the Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Agent, the Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 5.5.1 are solely to determine the rights and priorities of the Agent and Secured Parties as among themselves, and any allocation of proceeds of the realization of Collateral may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.1 is not for the benefit of or enforceable by any ObligorLoan Party. Notwithstanding anything contained in this Section 5.5.1, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Allocation. Notwithstanding anything herein to the contrary, during an Event of DefaultApplication Event, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to AgentAgent and Lenders; (b) second, to all amounts owing to Agent and Lenders on Swingline LoansLoans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; fourth, to all Obligations constituting fees (excluding amounts relating to Bank Products); (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, pro rata to all Secured Bank Product Obligations relating the Loans and to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported by the provider of such Bank Product to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, during At any time that an Event of DefaultDefault exists or Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Agent and Lenders, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Credit Parties or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including any Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to Regions to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuer has not received from any Participating Lender a payment as required by Section 2.3, to Issuer to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Credit Party, or to pay amounts owing by Lenders to Agent Indemnitees pursuant to Section 9.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any claims such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Issuer to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations or provide a back-up letter of credit acceptable to Agent in all respects and from such Obligor or its assetsa financial institution acceptable to Agent in all respects), but appropriate adjustments which payment shall be made shared with the Participating Lenders in accordance with Section 2.3(b); (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and Specified Secured Hedging Obligations; (x) tenth, to amounts obtained from Lenders in payment of other Obligors to preserve the allocations Obligations (excluding Banking Relationship Debt, Specified Secured Hedging Obligations and Non-Specified Secured Hedging Obligations) then outstanding, in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate such order of a Lender application as shall be designated by Agent (acting at the lesser direction or with the consent of the maximum Secured Bank Product Obligations last reported Requisite Lenders); (xi) eleventh, to Agent and the actual Lenders and any Affiliates of Agent and Lenders in payment of any Banking Relationship Debt (other than Specified Secured Bank Product Hedging Obligations as calculated and Non-Specified Secured Hedging Obligations) owed to such Person and secured by the methodology reported Collateral hereunder; and (xii) twelfth, to Agent for determining the amount due. and Lenders and any Affiliates of Agent shall have no obligation to calculate the amount to be distributed with respect to and Lenders in payment of any Non-Specified Secured Bank Product Hedging Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 2.22 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at the Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to the Agent (including attorneys’ fees) in its capacity as the Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline Loansthe Letter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (vi) sixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (vii) seventh, to the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, to all other Obligations (other than Bank Product Obligations); (eix) fifthninth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (hx) lastfinally, to all other Obligationsthe Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider’s pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to the Agent (as contemplated in the definition of “Bank Product Obligations”) and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by the Agent by such Bank Product Provider to the Agent. The Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider’s reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, the Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of instead rely on any Obligor. This Section is not for the benefit of or enforceable by any Obligorprior accounting thereof.

Allocation. Notwithstanding anything herein to the contrary, during At any time that an Event of DefaultDefault exists or Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Agent and Lenders, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2, to Issuing Bank to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any Claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Obligor, or to pay amounts owing by Lenders to Agent Indemnitees pursuant to Section 13.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Claims that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above the extent that such Lender has not been reimbursed by Obligors therefor, until Full Payment thereof of all such Obligations; (viii) eighth, to Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be shared with the Participating Lenders in accordance with Section 2.3.2(iii), until Full Payment of all such Obligations; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Obligations; and (x) tenth, to Lenders or any Affiliate of any Lender in payment of any Banking Relationship Debt owed to such Person and secured by the Collateral hereunder, until Full Payment of all such Obligations; provided, that, (a) if any Lender (or its Affiliates) other than BofA (or its Affiliates) provides any Bank Products to any Bank Products Obligor, such Lender shall report to Agent the current Banking Relationship Debt of the Bank Products Obligors to such Lender and its Affiliates under Bank Products and any increase in such Banking Relationship Debt since the last report (collectively, the “Reported Obligations”) no less frequently than monthly and whenever requested by Agent, and (b) if there is any Banking Relationship Debt or increase in the Banking Relationship Debt of the Bank Products Obligors to such Lender and its Affiliates under such Bank Products and such Lender fails to report such Banking Relationship Debt or increased Banking Relationship Debt to Agent on a timely basis as required in clause (a) above, then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the payment of such Banking Relationship Debt or increased Banking Relationship Debt shall not constitute an Obligation and shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve secured by any of Agent’s Liens in the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroCollateral. The allocations set forth in this Section 5.5 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any ObligorBorrower or any other Person. This Section is not Any amounts remaining after the foregoing allocations shall be distributed to Borrower Representative, for the benefit of Borrowers, or enforceable as otherwise required by any ObligorApplicable Law.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to AgentAgent (excluding amounts solely and exclusively related to Bank Products); (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Creditother than Bank Product Debt; (h) eighth, including Cash Collateralization of outstanding and LC Obligationsto Bank Product Debt; and (hi) last, to all other ObligationsObligations constituting leases. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect For any Bank Product to be included as an "Obligation" for purposes of a distribution under this Section 5.5.1, the applicable Secured Party must have previously provided written notice to Agent of (i) the existence of such Bank Product and (ii) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”). The Bank Product Amount may be changed from time to time upon written notice to Agent by Secured Party. No Bank Product Amount may be established or increased at any Obligor shall not time that a Default or Event of Default exists, or if a reserve in such amount would cause an Overadvance; provided however that, an increase in the value of the Bank Product Amount of any Hedging Obligation already in existence at such time will still be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable categorypermitted. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount dueDebt. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff Collateral or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, Expenses owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans or Protective Advances, or to Issuing Bank on LC Obligations; (c) third, to all Obligations constituting fees (excluding amounts owing relating to Issuing Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)provide Cash Collateral for outstanding Letters of Credit; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Servicesconstituting principal of the Loans; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Indebtedness; and (h) lasteighth, to all other ObligationsBank Product Indebtedness. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Indebtedness shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Indebtedness as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsIndebtedness, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and then to Distribution Revolver Loans.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Creditother than Bank Product Debt; (h) eighth, including Cash Collateralization of outstanding and LC Obligationsto any Bank Product Debt that is subject in full to any reserve hereunder; and (hi) last, to all any other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, but subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs payment of that portion of the Obligations constituting fees, indemnities, expenses (including extraordinary expenses) and expenses, including Extraordinary Expensesother amounts, owing to Agentthe Administrative Agent in its capacity as such; (b) second, to all payment of that portion of the Obligations constituting indemnities, expenses, and other amounts owing (other than principal, interest and fees) payable to Agent on Swingline Loansthe Lenders, ratably among them in proportion to the amounts described in this clause second payable to them; (c) third, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, and fees, ratably among the Lenders in proportion to the respective amounts owing described in this clause third payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all payment of that portion of the Obligations constituting fees (other than Bank Product Obligations);unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause fourth held by them; and (e) fifthlast, the balance, if any, after all of the Obligations have been paid in full, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligationsthe Loan Parties or as otherwise required by the Intercreditor Agreement. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This Section is not for If any monies remain after distribution to all of the benefit of or enforceable by any Obligorcategories above, such monies shall be returned to the Borrower.

Allocation. Notwithstanding anything herein to the contrarycontrary and subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agentthe Administrative Agent pursuant to the terms of the Loan Documents; (b) second, to all amounts owing to the Administrative Agent on Swingline Loans; (c) third, to all amounts owing to the Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)fees; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)interest; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loansother Revolver Loans and solely to the extent included in the Bank Product Reserve, Letters of Credit, including Cash Collateralization of outstanding Noticed Xxxxxx and LC other Secured Bank Product Obligations; and (h) last, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations, and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Lead Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrowers.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, expenses (including extraordinary expenses) and expenses, including Extraordinary Expensesother amounts, owing to Agentthe Administrative Agent or the Issuing Bank, in its capacity as such; (b) second, to all payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, expenses, and other amounts owing (other than principal, interest and fees) payable to Agent on Swingline Loansthe Lenders, ratably among them in proportion to the amounts described in this clause second payable to them; (c) third, to all the extent not previously reimbursed by the Borrower, to payment to the Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any permitted Overadvances, ratably among the Lenders in proportion to the amounts owing described in this clause third payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, LC Obligations and other Obligations, and fees (other than including Letter of Credit Fees), ratably among the Lenders and the Issuing Bank Product Obligations)in proportion to the respective amounts described in this clause fourth payable to them; (e) fifth, to all payment of that portion of the Obligations constituting interest (other than unpaid principal of the Loans and LC Obligations, ratably among the Lenders and the Issuing Bank Product Obligations)in proportion to the respective amounts described in this clause fifth held by them; (f) sixth, to all Secured Bank Product Obligations relating the Administrative Agent for the account of the Issuing Bank, to Cash Management ServicesCollateralize LC Obligations at 105% of the Stated Amount thereof; (g) seventh, to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause seventh held by them; (h) eighth, to payment of all Loansother Obligations arising from Bank Products to the extent secured under the Security Documents, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsratably among the Secured Parties in proportion to the respective amounts described in this clause eighth held by them; and (hi) last, the balance, if any, after all of the Obligations have been paid in full, to all other Obligationsthe Loan Parties or as otherwise required by Law. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations shall be paid pursuant to this Section is not for ahead of any other Obligations and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest or amounts due to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Obligations constituting fees (other than Secured Bank on LC Product Obligations); (d) fourth, to all Obligations constituting fees interest (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Loans and Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Secured Bank Product Obligations; and (hf) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by the Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs fees and expenses, including Extraordinary Expenses, owing to the Agent; (b) second, to all amounts owing to the Agent on Swingline LoansAgent Advances or Protective Advances, or to the Issuing Bank on LC Obligations; (c) third, to all Obligations constituting fees (excluding amounts owing relating to Issuing Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, Pro Rata, to provide Cash Collateral for outstanding Letters of Credit and to all Obligations constituting interest (other Obligations, other than Bank Product Obligations);Debt; and (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of the Agent and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, but subject at all times to the Initial Intercreditor Agreement and any other Acceptable Intercreditor Agreement, (x) during an Event of Default, if so directed by the Required Lenders or at Agent’s discretion, (y) at all times after the occurrence of an Event of Default under Sections 7.1(a), (f), and (g), at all times after the Revolving Commitments have terminated or expired, and at all times after the Commitment Termination Date monies to be applied to the Obligations, whether arising from payments by ObligorsCredit Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all fees, including fees payable pursuant to the Fee Letter, and all costs and expenses, including Extraordinary ExpensesAttorney Costs, owing to Agentof the Agent payable or reimbursable by the Credit Parties under the Loan Documents; (bii) second, to all amounts costs and expenses reimbursable by Borrowers owing to Agent on Swingline LoansLC Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans (including principal and interest); (div) fourth, to all amounts owing to LC Issuer with respect to that portion of the LC Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees to the extent not already paid above (other than Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest to the extent not already paid above (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to (A) all Loans, (B) LC Obligations (including the Cash Collateralization of that portion of the LC Obligations constituting undrawn amounts under outstanding Letters of Credit), including Cash Collateralization (C) Bank Product Obligations provided by Agent or its Affiliates, and (D) other Bank Product Obligations, if and to the extent that the applicable Bank Product Provider thereof has delivered a Secured Party Designation Notice to Agent, up to the amount of outstanding and LC Obligations; andBank Product Reserves then being imposed by Agent in regard thereto; (hviii) lasteighth, to all other Bank Product Obligations described in sub-clause (C) of clause (vii) above, to the extent not already paid; (ix) ninth, to all other Obligations, including Bank Product Obligations, if and to the extent not already paid; and (x) lastly, the balance, if any, after all of the Obligations have been Paid in Full, to the Borrowers or as otherwise required under any applicable Acceptable Intercreditor Agreement (for so long as such Acceptable Intercreditor Agreement remains in full force and effect) or Requirements of Law. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Obligations within any Secured given category, the pro rata share of each Bank Product Provider shall be based on the lesser of (i) the amount presented in the most recent Secured Party Designation Notice from such Bank Product Provider to Agent and (ii) the actual amount of such Obligations, calculated in accordance with a methodology presented to and may request a approved by Agent by such Bank Product Provider to Agent, but, in any event, in the case of the foregoing clause (vii)(D), limited to the amount of any Bank Product Reserve then being imposed by Agent in regard thereto. Agent has no duty to investigate the actual amount of any such Obligations and, instead, is entitled to rely in all respects on the Bank Product Provider’s reasonably detailed calculation written accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a timely manner, Agent, may instead rely on any prior accounting thereof. No Secured Party Designation Notice (including any to increase the maximum dollar amount thereof) shall be effective if received by Agent during the existence of an Event of Default (until such Event of Default is waived in accordance with the terms of this Agreement) or to the extent a Reserve equal to such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request (if instituted by Agent, Agent may assume the amount to be distributed is zeroafter giving effect thereto) would cause an Overadvance. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and the Secured Parties as among themselves, themselves and may be changed by agreement among them without the consent of any ObligorCredit Party. This No Credit Party is entitled to any benefit under this Section is or has any standing to enforce this Section. Excluded Swap Obligations with respect to any Credit Party shall not for be paid with amounts received from such Credit Party or such Credit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the benefit of or enforceable by any Obligorallocation to Obligations otherwise set forth above in this Section 1.17.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) eighth, to Bank Product Debt to the extent reserved for in the Borrowing Base; and (i) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during the continuation of an Event of Default, monies to be applied to the Obligations, whether arising from payments by ObligorsCredit Parties, realization on Collateral, setoff or otherwise, shall, at subject to the option provisions of Agent or the direction of Required LendersSections 2.3.3 and 4.2, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Obligations arising from Cash Management Services; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating provide Cash Collateral for outstanding Letters of Credit to the extent not otherwise Cash Management ServicesCollateralized by Borrowers pursuant to Section 2.3.3; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts Subject to Section 2.3.3, amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorCredit Party. This Section is not for the benefit of or enforceable by any ObligorCredit Party.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligorsor on behalf of Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all Obligations consisting of costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on the Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation calculation) from a Lender or Affiliate thereof providing the related Bank Product. In the absence of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)on Tranche A Revolver Loans and Tranche A Revolver Commitments; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)on Tranche A Revolver Loans; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to principal payments on Tranche A Revolver Loans and all Loans, Letters Noticed Xxxxxx up to the amount of Creditthe Bank Product Reserve, including Cash Collateralization of outstanding Noticed Xxxxxx; (h) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and LC Tranche B Revolver Commitments; (i) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; (j) tenth, to principal payments on Tranche B Revolver Loans; (k) eleventh, to all other Noticed Xxxxxx; (l) twelfth, to all other Secured Bank Product Obligations; and (hm) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days five Business Days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during At any time that an Event of DefaultDefault exists or Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Agent and Lenders, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Credit Parties or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including any Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to the extent that Issuer has not received from any Participating Lender a payment as required by Section 2.3, to Issuer to pay all amounts owing to Issuing Bank on LC such required payments from each Participating Lender, until Full Payment of all such Obligations; ; (div) fourth, to Agent to pay any claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Credit Party, or to pay amounts owing by Lenders to Agent Indemnitees pursuant to Section 9.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting fees such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to all Secured Bank Product Obligations relating each Lender, ratably, for any claims such Lender has paid to Cash Management Services; Agent Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary Expenses such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (gvii) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding Issuer to pay principal and LC Obligations; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations or provide a back-up letter of credit acceptable to Agent in all respects and from such Obligor or its assetsa financial institution acceptable to Agent in all respects), but appropriate adjustments which payment shall be made shared with the Participating Lenders in accordance with Section 2.3(b); (viii) eighth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and Specified Secured Hedging Obligations; (ix) ninth, to amounts obtained from Lenders in payment of other Obligors to preserve the allocations Obligations (excluding Banking Relationship Debt, Specified Secured Hedging Obligations and Non-Specified Secured Hedging Obligations) then outstanding, in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate such order of a Lender application as shall be designated by Agent (acting at the lesser direction or with the consent of the maximum Secured Bank Product Obligations last reported Requisite Lenders); (x) tenth, to Agent and the actual Lenders and any Affiliates of Agent and Lenders in payment of any Banking Relationship Debt (other than Specified Secured Bank Product Hedging Obligations as calculated and Non-Specified Secured Hedging Obligations) owed to such Person and secured by the methodology reported Collateral hereunder; and (xi) eleventh, to Agent for determining the amount due. and Lenders and any Affiliates of Agent shall have no obligation to calculate the amount to be distributed with respect to and Lenders in payment of any Non-Specified Secured Bank Product Hedging Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 2.22 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to Administrative Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Administrative Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agentsuch Obligations; (bii) second, to Administrative Agent to pay principal and accrued interest on any portion of the Revolver Loans (whether as Protective Advances or otherwise) which Administrative Agent may have advanced on behalf of a Lender and for which Administrative Agent has not been reimbursed by such Lender or by Obligors, until Full Payment of all such Obligations; (iii) third, to Administrative Agent to pay the principal and accrued interest on any portion of its Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all such Obligations; (iv) fourth, to the extent that Issuing Bank or Administrative Agent has not received from any Lender participating in the LC Obligations with respect to any Letter of Credit a payment as required by Section 2.2.2, to Issuing Bank or Administrative Agent to pay all such required payments from such Lender participating in any LC Obligations with respect to any Letter of Credit, until Full Payment of all such Obligations; (v) fifth, to Administrative Agent to pay any Claims that have not been paid pursuant to any indemnity of Agent Indemnitees by Obligors, or to pay amounts owing to Agent on Swingline Indemnitees by Lenders pursuant to Section 12.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (c) third, to until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; (dvi) fourthsixth, to Administrative Agent to pay any fees due and payable to Administrative Agent by Borrowers, until Full Payment of all such Obligations constituting fees (other than excluding Secured Bank Product Obligations); (evii) fifthseventh, to each Lender, ratably, for any Claims that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary Expenses that such Lender has reimbursed to Administrative Agent or that such Lender has paid or incurred, to the extent that such Lender has not been reimbursed by Obligors, until Full Payment of all Obligations constituting interest (other than Bank Product such Obligations); (fviii) sixtheighth, to Issuing Bank or Administrative Agent to pay principal and interest with respect to LC Obligations (or to the extent any of such LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to Cash Collateralize such LC Obligations), which payment shall be shared with Lenders participating in any LC Obligations with respect to any Letter of Credit in accordance with Section 2.2.2(c), until Full Payment of such Obligations; (ix) ninth, to Lenders and providers of Noticed Xxxxxx, on a pro rata basis, in payment of (A) the accrued but unpaid interest in respect of the Loans, and (B) the unpaid principal in respect of the Loans and the termination value of and other unpaid obligations in respect of Noticed Xxxxxx, including the Cash Collateralization of Noticed Xxxxxx (the “Principal and Hedge Amount”), in such order of application between clauses (A) and (B) as shall be designated by Administrative Agent (acting at the direction or with the consent of Required Lenders), until Full Payment of all such Obligations (it being understood and agreed that the Principal and Hedge Amount shall be paid on a pro rata basis in the same order of application of payments); and (x) tenth, to Administrative Agent to pay all other Obligations, including any Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligationsthan Noticed Xxxxxx). Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Administrative Agent for determining the amount due. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured PartyParty holding such Secured Bank Product Obligations. If a Secured Party fails to deliver such calculation within ten five (5) days following request by Administrative Agent, Administrative Agent may assume the amount to be distributed is zerono greater than the maximum amount of Secured Bank Product Obligations last reported to Administrative Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Administrative Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a1) first, to all costs and expenses, including Extraordinary Expenses, owing to AgentAgents; (b2) second, to all amounts owing to Administrative Agent on Swingline LoansLoans or Protective Advances; (c3) third, to all amounts owing to Issuing Bank on LC Obligations; (d4) fourth, to all Obligations constituting fees and interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e5) fifth, to all Obligations constituting interest (other than Bank Product Obligations)provide Cash Collateral for outstanding Letters of Credit; provided that such Cash Collateral shall be released promptly upon the cure or waiver of such Event of Default; (f6) sixth, to all Secured other Obligations, other than Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC ObligationsDebt; and (h7) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Administrative Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Administrative Agent for determining the amount due. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Bank Product Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Administrative Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Administrative Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during For so long as an Event of DefaultDefault exists, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Agent to pay principal and accrued interest on any portion of the Loans (including Agent Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2, to Issuing Bank to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any Claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Obligor, or to pay amounts owing by Lenders to Agent Indemnitees pursuant to Section 13.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Claims that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be made shared with the Participating Lenders in accordance with Section 2.3.2(iii); (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect to amounts obtained from of the Loans and other Obligors to preserve Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Agent (acting at the allocations in any applicable category. Amounts distributed direction or with respect the consent of the Required Lenders); and (x) tenth, to any Secured Bank Product Obligations owing to a Lender or an any Affiliate of a any Lender shall be the lesser in payment of the maximum Secured Bank Product Obligations last reported any Banking Relationship Debt owed to Agent such Person and the actual Secured Bank Product Obligations as calculated secured by the methodology reported Collateral hereunder (subject to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroSection 13.19 hereof). The allocations set forth in this Section 5.6 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any ObligorBorrower or any other Person. This Section Erroneous Allocation . Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to which payment was due but not for made shall be to recover from the benefit other Lenders any payment in excess of or enforceable the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by any Obligorthem).

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by ObligorsBorrowers, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorBorrower. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during For so long as an Event of DefaultDefault exists, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to all amounts owing BofA to Agent pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans; , until Full Payment of all such Obligations; (ciii) third, to all amounts owing the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2 hereof, to Issuing Bank on LC to pay all such required payments from each Participating Lender, until Full Payment of all such Obligations; ; (div) fourth, to Agent to pay the amount of Extraordinary Expenses (including Protective Advances) that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting fees such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any Indemnified Amount that has not been paid pursuant to any indemnity of Agent Indemnitees by any Obligor or to pay amounts owing by Lenders to Agent Indemnities pursuant to Section 13.6, in each case, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Indemnified Amount that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be shared with the Participating Lenders in accordance with Section 2.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Agent (acting at the direction or with the consent of the Required Lenders); and (x) tenth, to Lenders and any Affiliates of Lenders, ratably, in payment of any Banking Relationship Debt owed to such Persons and secured by the Collateral hereunder. For the avoidance of doubt, to the extent constituting an Indemnified Amount, any indemnity, guarantee or other payment made by Agent or any Lender as described in Section 3.4.2 with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Banking Relationship Debt shall be the lesser of the maximum Secured Bank Product Obligations last reported allocated to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligationstenth priority, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroabove. The allocations set forth in this Section 5.6 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff Collateral or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, Expenses owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansProtective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation calculation) from the holder of the Bank Product Debt. In the absence of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding Noticed Xxxxxx, but excluding such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and LC Obligationsestablished in respect thereof; and (h) last, to all other ObligationsObligations (including such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and established in respect thereof). Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) a. first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) b. second, to all amounts owing to Agent on Swingline Loans; (c) c. third, to all amounts owing to Issuing Bank on LC Obligations; (d) d. fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) e. fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) f. sixth, to all Secured Bank Product Obligations relating to provide Cash Management Services; (g) seventh, to all Loans, Collateral for outstanding Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and; (h) lastg. seventh, to all other Obligations, other than Bank Product Debt; h. eighth, to any Bank Product Debt that is subject in full to any reserve hereunder; and i. last, to any other Bank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)Debt) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)Debt) constituting interest; (f) sixth, to Cash Collateralize all Secured Bank Product Obligations relating to Cash Management ServicesLC Obligations; (g) seventh, to all Loans, Letters of Credit, and to Bank Product Debt arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of outstanding and LC ObligationsBank Product Reserves existing therefor; (h) eighth, to all other Bank Product Debt; and (hi) last, to all other remaining Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations)) on Tranche A Revolver Loans and Tranche A Revolver Commitments; (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations)) on Tranche A Revolver Loans; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditTranche A Revolver Loans and Noticed Xxxxxx, including Cash Collateralization of outstanding Noticed Xxxxxx, but excluding such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and LC Obligationsestablished in respect thereof; (h) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and Tranche A Revolver Commitments; (i) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; (j) tenth, to all Tranche B Revolver Loans; and (hk) last, to all other ObligationsObligations (including such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and established in respect thereof). Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Hxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Hxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff setoff, compensation or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees owing to Agent and owing to Lenders (other than on a Pro Rata basis), (excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest owing to Agent and owing to the Lenders (other than on a Pro Rata basis), (excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations owing to Agent, Letters of Creditand owing to the Lenders (on a Pro Rata basis), including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt in respect of Bank Products provided by Agent, any Lender or an Affiliate of any Lender. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations and applications of payments set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein (a) Subject to the contraryDIP Order, during the Carve-Out, Permitted Liens and the priorities set forth in this Agreement, the repayment of any of the Obligations or the proceeds, as provided under the terms of this Agreement, of any sale, disposition (other than a disposition described under clauses (ii) and (iii) of the definition of Permitted Dispositions but including a Gritstone Sale) or other realization upon all or any part of the DIP Senior Collateral (and DIP Junior Collateral to the extent the Prepetition Secured Obligations have been paid in full) shall be applied by the Agent and the Lenders in the following order of priorities: First, to the Agent in an Event amount sufficient to pay in full the Agent’s costs and professionals’ and advisors’ fees and expenses relating to the Obligations as described in Section 10.11; Second, to the Lenders in an amount sufficient to pay in full the Lenders’ costs and professionals’ and advisors’ fees and expenses relating to the Obligations as described in Section 10.11; Third, to the Lenders (on a Pro Rata basis) in an amount equal to the then unpaid amount of Defaultthe Obligations constituting interest on the Term Loans; Fourth, monies to the Lenders (on a Pro Rata basis) in an amount equal to the then unpaid amount of the Obligations constituting principal on the Term Loans; Fifth, to the Lenders in an amount equal to any other unpaid Obligations; and Finally, after the full and final payment in cash of all of the Obligations, as the Bankruptcy Court or as a court of competent jurisdiction may direct. (b) For the avoidance of doubt, any proceeds of DIP Junior Collateral (and DIP Senior Collateral following payment in full of the Obligations) shall be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans;Prepetition Secured Obligations until paid in full. (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding The Agent and LC Obligations; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be deemed to have acted reasonably in the lesser custody, preservation and disposition of any of the maximum Secured Bank Product Obligations last reported to Agent and DIP Collateral if it complies with the actual Secured Bank Product Obligations as calculated by obligations of a secured party under the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorUCC.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default(a) Except as provided in clause (b) below, monies to be applied to the Obligations, whether arising from payments by ObligorsPortfolio Companies, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) 1. first, to all Administrative Expenses then due and payable; 2. second, to all costs and expenses, including Extraordinary Expenses, owing to Agent; 3. third, to all Obligations constituting fees then due and payable (b) secondother than Secured Bank Product Obligations); 4. fourth, to all Obligations constituting interest fees then due and payable (other than Secured Bank Product Obligations); 5. fifth, to all amounts owing to Agent on Swingline Loans; 6. sixth, to the principal amount of the Loans; and 7. last, to all other Obligations, including all Borrower Expenses then due and payable. (cb) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuation of an Event of Default, all payments when due hereunder shall be applied by the Agent as follows: 1. first, to all Administrative Expenses then due and payable (other than Administrative Expenses arising pursuant to clause (b) of the definition thereof); 2. second, to all costs and expenses, including Extraordinary Expenses, owing to Agent; 3. third, to all amounts owing to Issuing Bank Agent on LC ObligationsSwingline Loans; (d) 4. fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) 5. fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) 6. sixth, to all Loans and Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of CreditObligations, including Cash Collateralization of outstanding and LC Secured Bank Product Obligations; and (h) 7. last, to all other Obligations, including all Borrower Expenses and costs and expenses owing to Servicer. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any ObligorBorrower. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent Swingline Lender on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Creditother than Bank Product Debt; (h) eighth, including Cash Collateralization of outstanding and LC Obligationsto Bank Product Debt in connection with Hedging Agreements; and (hi) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Debt last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt owed to any Secured Party, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Debt last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, expenses (including extraordinary expenses) and expenses, including Extraordinary Expensesother amounts, owing to Agentthe Administrative Agent or the Issuing Bank, in its capacity as such; (b) second, to all payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, expenses, and other amounts owing (other than principal, interest and fees) payable to Agent on Swingline Loansthe Lenders, ratably among them in proportion to the amounts described in this clause second payable to them; (c) third, to all the extent not previously reimbursed by the Borrower, to payment to the Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Lenders in proportion to the amounts owing described in this clause third payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all the extent that Swingline Loans have not been refinanced by a Committed Loan, payment to the Swingline Lender of that portion of the Obligations constituting fees (other than Bank Product Obligations)accrued and unpaid interest on the Swingline Loans; (e) fifth, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, LC Obligations and other Obligations, and fees (other than including Letter of Credit Fees), ratably among the Lenders and the Issuing Bank Product Obligations)in proportion to the respective amounts described in this clause fifth payable to them; (f) sixth, to all Secured Bank Product the extent that Swingline Loans have not been refinanced by a Committed Loan, to payment to the Swingline Lender of that portion of the Obligations relating to Cash Management Servicesconstituting unpaid principal of the Swingline Loans; (g) seventh, to all Loans, Letters payment of Credit, including Cash Collateralization that portion of outstanding the Obligations constituting unpaid principal of the Loans and LC Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause seventh held by them; (h) eighth, to the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize LC Obligations at 103% of the Stated Amount thereof; (i) ninth, to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause ninth held by them; (j) tenth, to payment of all other Obligations arising from Bank Products to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause tenth held by them; and (hk) last, the balance, if any, after all of the Obligations have been paid in full, to all other Obligationsthe Loan Parties or as otherwise required by Law. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at Agent's discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to Agent (including attorneys' fees) in its capacity as Agent and any Protective Advances and Overadvances made by Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline LoansLetter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to all Loans, the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, including Cash Collateralization to all other Obligations (other than Bank Product Obligations); and (ix) ninth, up to the amount (after taking into account any amounts previously paid pursuant to this clause (ix) during the continuation of outstanding the applicable Event of Default) of the most recently established Bank Product Reserve, to Bank Product Obligations based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and LC substance satisfactory to Agent) to be due and payable on account of the Bank Product Obligations; and (hx) lasttenth, to all other Bank Product Obligations; and (xi) finally, to the Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider's pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to Agent (as contemplated in the definition of "Bank Product Obligations") and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by Agent in its Permitted Discretion by such Bank Product Provider to Agent. Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider's reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, Agent, Agent may assume the amount to be distributed is zeroinstead rely on any prior accounting thereof. The allocations set forth in this Section section are solely to determine the rights and priorities of Agent and the Secured Parties as among themselves, themselves and may be changed by agreement among them without the consent of any ObligorLoan Party. This No Loan Party is entitled to any benefit under this Section is not for the benefit of or enforceable by has any Obligorstanding to enforce this section.

Allocation. Notwithstanding anything herein to the contrary, during the continuation of an Event of Default, monies to be applied to the Obligations, whether arising from payments by ObligorsCredit Parties, realization on Collateral, setoff or otherwise, shall, at subject to the option provisions of Agent or the direction of Required LendersSections 2.3.3 and 4.2, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Obligations arising from Cash Management Services; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating provide Cash Collateral for outstanding Letters of Credit to the extent not otherwise Cash Management ServicesCollateralized by Borrowers pursuant to Section 2.3.3; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts Subject to Section 2.3.3, amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor Monies and proceeds obtained from a Credit Party shall not be paid with amounts received from such Obligor or applied to its assetsExcluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors Credit Parties to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorCredit Party. This Section is not for the benefit of or enforceable by any ObligorCredit Party.

Allocation. Notwithstanding anything herein to the contrary, during At any time that an Event of DefaultDefault exists or Administrative Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Administrative Agent and Lenders, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Administrative Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Administrative Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Administrative Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Administrative Agent to pay principal and accrued interest on any portion of the Revolver Loans which Administrative Agent may have advanced on behalf of any Lender and for which Administrative Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2, to Issuing Bank to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Administrative Agent to pay any Claims that have not been paid pursuant to any indemnity of Administrative Agent Indemnitees by any Obligor, or to pay amounts owing by Lenders to Administrative Agent Indemnitees pursuant to Section 13.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Administrative Agent to pay any fees due and payable to Administrative Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Claims that such Lender has paid to Administrative Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Administrative Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Administrative Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above the extent that such Lender has not been reimbursed by Obligors therefor, until Full Payment thereof of all such Obligations; (viii) eighth, to Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be made shared with the Participating Lenders in accordance with Section 2.3.2(iii), until Full Payment of all such Obligations; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Administrative Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Obligations; (x) tenth, to amounts obtained from other Obligors to preserve the allocations in BofA or any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser BofA in payment of the maximum Secured Bank Product Obligations last reported any Banking Relationship Debt owed to Agent such Person and the actual Secured Bank Product Obligations as calculated secured by the methodology reported Collateral hereunder, until Full Payment of all such Obligations; and (xi) eleventh, to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroBorrowers as provided in Section 5.7. The allocations set forth in this Section 5.6 are solely to determine the rights and priorities of Administrative Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Administrative Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent, Co-Collateral Agent, Lenders, Issuing Banks or Underlying Issuer; (b) second, to all Obligations constituting fees (excluding amounts relating to Bank Products) owing to Agent on Swingline LoansAgent, Co-Collateral Agent, Lenders, Issuing Banks or Underlying Issuer; (c) third, to all Obligations constituting interest (excluding amounts relating to Bank Products) owing to Agent, Co-Collateral Agent, Lenders, Issuing Bank on LC ObligationsBanks or Underlying Issuer; (d) fourth, pro rata, to Cash Collateralize outstanding Letters of Credit (which Cash Collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the Cash Collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 5.6.1, beginning with clause (a) hereof), and to all other Obligations constituting fees (principal, other than Bank Product Obligations)Debt; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); Debt (f) sixthwhich Cash Collateral may be released to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Debt owed to such Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Debt is paid or otherwise satisfied in full, the Cash Collateral in respect of such Bank Product Debt shall, to all Secured Bank Product Obligations relating the extent permitted by applicable law, be reapplied pursuant to Cash Management Services; this Section 5.6.1, beginning with clause (ga) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationshereof); and (hf) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid In connection with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations Debt, Agent shall be entitled to assume no amounts are due or owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured any Bank Product Obligations last reported Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount duemaking of such distribution. Agent shall have no obligation to calculate the amount to be distributed due and payable with respect to any Secured Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Obligations, and may request a reasonably detailed calculation Provider. In the absence of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agentan updated certification, Agent may shall be entitled to assume that the amount due and payable to be distributed the relevant Bank Product Provider is zerothe amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to The Parties agree that the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, Base Purchase Price shall be allocated as follows: among (a) firstthe USIP I Companies in the aggregate, to all costs the USIP II Companies in the aggregate, the USIP III Companies in the aggregate, and expensesthe items described on Exhibit C in the aggregate, including Extraordinary Expenses, owing to Agent; and (b) secondeach of the Acquired Companies individually, to all amounts owing to Agent on Swingline Loans; in each case in accordance with Section 2.6 of the Disclosure Schedules (cthe “Allocation”) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (and that any components of the Purchase Price other than Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligations. Amounts the Base Purchase Price shall be applied to each category of Obligations set forth above until Full Payment thereof and then allocated to the next categoryAcquired Company or Acquired Companies to which the applicable component relates. If amounts are insufficient At least ten (10) Business Days prior to satisfy the Closing, a category, they more specific allocation of Base Purchase Price among each of the Properties individually shall be applied on a pro rata basis among made; provided, that such allocation shall be made in accordance with the Obligations in Allocation. The Parties shall reasonably cooperate to allocate the category. Excluded Hedge Obligations portion of the Base Purchase Price with respect to the items described on Exhibit C among such items individually; provided, that in the event the Parties are unable to agree on an allocation with respect to such items prior to Closing, then each Party shall file all U.S. federal, state and local Tax Returns based on each Party’s own determination of the proper allocations of the Base Purchase Price among the items on Exhibit C. The Parties agree to act in accordance with the adjustments and allocations as determined pursuant to this Section 2.6 in any Obligor relevant Tax Returns or filings, and to cooperate in the preparation of any such forms and to file such forms in the manner required by applicable Law. Prior to the Closing, Buyer shall have the right to reallocate the Base Purchase Price allocated to the Acquired Companies with the approval of the Seller Representative (which approval shall not be paid with amounts received from unreasonably withheld, delayed or conditioned); provided, however, any such Obligor reallocation shall not change the Base Purchase Price allocated to USIP I Companies in the aggregate, the USIP II Companies in the aggregate, or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations USIP III Companies in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligoraggregate.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, the Agent may (and shall at the request of the Required Lenders) allocate all monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies if at any time amounts are received by or available to be applied Agent for application to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at such amounts shall be applied in the option following order of Agent or the direction of Required Lenders, be allocated as followspriority: (a) first, to all costs payment of that portion of the Obligations constituting fees, indemnities, expenses and expenses, other amounts (including Extraordinary Expenses, owing fees and disbursements owed to AgentAgent and charges of counsel payable under Section 12.2) payable to Agent in its capacity as such; (b) second, to all payment of that portion of the Obligations constituting fees, indemnities and other amounts owing (other than principal and interest) payable to Agent on Swingline Loansthe Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them; (c) third, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and on the Lender Hedging Obligations, ratably among the Lenders and the Swap Contract Counterparty(ies) in proportion to the respective amounts owing described in this clause (c) payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all payment of that portion of the Obligations constituting fees unpaid principal of the Loans and Obligations constituting Lender Hedging Obligations ratably among the Lenders and the Swap Contract Counterparty(ies) in proportion to the respective amounts described in this clause (other than Bank Product d) payable to them (for clarity, the repayment of the principal of the Loans rank pari passu with the repayment of the Lender Hedging Obligations); (e) fifth, to the payment in full of all other Obligations, in each case ratably among Agent and the Lenders based upon the respective aggregate amounts of all such Obligations constituting interest (other than Bank Product Obligations);owing to them in accordance with the respective amounts thereof then due and payable; and (f) sixthfinally, the balance, if any, after all Obligations have been indefeasibly paid in full, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor Borrower or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated otherwise required by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorApplicable Law.

Allocation. Notwithstanding anything herein to the contrary, during At any time that an Event of DefaultDefault exists or Administrative Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Administrative Agent and Lenders, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Administrative Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Administrative Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Administrative Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Administrative Agent to pay principal and accrued interest on any portion of the Revolver Loans which Administrative Agent may have advanced on behalf of any Lender and for which Administrative Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by SECTION 2.3.2, to Issuing Bank to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Administrative Agent to pay any Claims that have not been paid pursuant to any indemnity of Administrative Agent Indemnitees by any Obligor, or to pay amounts owing by Lenders to Administrative Agent Indemnitees pursuant to SECTION 13.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Administrative Agent to pay any fees due and payable to Administrative Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Claims that such Lender has paid to Administrative Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Administrative Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Administrative Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above the extent that such Lender has not been reimbursed by Obligors therefor, until Full Payment thereof of all such Obligations; (viii) eighth, to Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be made shared with the Participating Lenders in accordance with SECTION 2.3.2(III), until Full Payment of all such Obligations; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Administrative Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Obligations; (x) tenth, to amounts obtained from other Obligors to preserve the allocations in BofA or any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser BofA in payment of the maximum Secured Bank Product Obligations last reported any Banking Relationship Debt owed to Agent such Person and the actual Secured Bank Product Obligations as calculated secured by the methodology reported Collateral hereunder, until Full Payment of all such Obligations; and (xi) eleventh, to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroBorrowers as provided in SECTION 5.7. The allocations set forth in this Section SECTION 5.6 are solely to determine the rights and priorities of Administrative Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Administrative Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff setoff, compensation or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees owing to Agent and owing to Lenders (other than on a Pro Rata basis), (excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest owing to Agent and owing to the Lenders (other than on a Pro Rata basis), (excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations owing to Agent, Letters and owing to the Lenders (on a Pro Rata basis), other than Bank Product Debt; (h) eighth, to Bank Product Debt in respect of Credit, including Cash Collateralization Bank Products provided by the Agent or an Affiliate of outstanding and LC Obligationsthe Agent; and (hi) last, to all Bank Product Debt in respect of Bank Products provided by any other ObligationsLender or an Affiliate of any other Lender. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations and applications of payments set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating provide Cash Collateral for outstanding Letters of Credit; [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to Cash Management Services;a confidential treatment request. (g) seventh, to all Loans, Letters Loans and to Obligations related to Bank Products referred to in clause (b) of Credit, including Cash Collateralization the definition thereof in respect of outstanding and LC Obligationswhich Agent has received written notice as contemplated by the definition of “Bank Products”; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and (to the extent contemplated by the definition of “Bank Product”) or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) firstFIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent, Collateral Agent and Documentation Agent; (b) secondSECOND, to all amounts owing to Agent on Swingline Loans; (c) thirdTHIRD, to all amounts owing to Issuing Bank on LC Obligations; (d) fourthFOURTH, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifthFIFTH, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixthSIXTH, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventhSEVENTH, to all Loans, Letters of CreditRevolver Loans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) lastLAST, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and Collateral Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent and Collateral Agent for determining the amount due. Neither Agent nor Collateral Agent shall have no any obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten 5 days following request by Agent or Collateral Agent, Agent and Collateral Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent, Collateral Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by Parent or any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrarycontrary and subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agentthe Administrative Agent pursuant to the terms of the Loan Documents; (b) second, to all amounts owing to Agent any Swingline Lender on Swingline Loans; (c) third, to all amounts owing to the Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)fees; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)interest; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loansother Revolver Loans and solely to the extent included in the Bank Product Reserve, Letters of Credit, including Cash Collateralization of outstanding Noticed Xxxxxx and LC other Secured Bank Product Obligations; and (h) last, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology last reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations, and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Lead Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrowers.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Lender Group Expenses, fees, indemnities and other amounts owing to Agent (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article III) in its capacity as Agent; (bii) second, to all Lender Group Expenses, fees, indemnities and other amounts owing to Agent on Swingline Loansthe Lenders (other than principal and interest) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (ciii) third, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts owing described in this clause (iii) payable to Issuing Bank on LC Obligationsthem; (div) fourth, to all payment of that portion of the Obligations constituting fees unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (other than Bank Product Obligations)iv) held by them; (ev) fifth, pro rata to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (hvi) lastfinally, after Payment in Full, to all other Obligationsthe Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section section are solely to determine the rights and priorities of Agent and the Secured Parties as among themselves, themselves and may be changed by agreement among them without the consent of any ObligorLoan Party. This No Loan Party is entitled to any benefit under this Section is not for the benefit of or enforceable by has any Obligorstanding to enforce this Section.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by ObligorsBorrowers, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to AgentAgent (excluding costs and expenses relating to Secured Bank Product Obligations); (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC other than Secured Bank Product Obligations; and (h) last, to all other Secured Bank Product Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zerothe maximum Secured Bank Product Obligations last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any ObligorBorrower. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline LoansLoans and Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters Loans and Noticed Xxxxxx up to the amount of Creditthe Bank Product Reserve, including Cash Collateralization of outstanding and LC Noticed Xxxxxx; (h) eighth, to all other Noticed Xxxxxx; (i) ninth, to all other Secured Bank Product Obligations; and (hj) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all Obligations constituting costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees then due and payable (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing Debt relating to Cash Management Services provided by a Lender (or an Affiliate its Affiliates) other than Bank of a Lender America shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditLoans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Borrower or other Obligor.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by the Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs fees and expenses, including Extraordinary Expenses, owing to the Agent; (b) second, to all amounts owing to the Agent on Swingline LoansAgent Advances or Protective Advances, or to the Issuing Bank on LC Obligations; (c) third, to all Obligations constituting fees (excluding amounts owing relating to Issuing Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, Pro Rata, to provide Cash Collateral for outstanding Letters of Credit and to all Obligations constituting interest (other Obligations, other than Bank Product Obligations);Debt; and (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations Amounts distributed with respect to any Bank Product Debt shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Monies and proceeds obtained from an Obligor shall not be paid with amounts received from such Obligor or applied to its assetsExcluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of the Agent and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrarycontrary (but subject always to Applicable Law), during an Event of Default, monies to be applied to the Obligations, whether arising from payments by ObligorsLoan Party, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to interest and all other amounts owing to Agent on Swingline LoansLoans or Protective Advances; (c) third, to all Obligations constituting fees (excluding amounts owing relating to Issuing Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all other Obligations constituting interest or to Cash Collateralize LC Obligations (other than but not including any Obligations in connection with any Bank Product ObligationsDebt);; and (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation calculation) from the relevant Bank Product Provider. In the absence of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section is not for the benefit of or enforceable by any ObligorLoan Party.

Allocation. Notwithstanding anything herein to the contrary, during an Event any Dominion Trigger Period or at such time following the exercise of Defaultremedies pursuant to Section 11.2(a) or (b), monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent Issuing Bank on Swingline LoansLC Obligations; (c) third, to all Obligations constituting fees (excluding amounts owing relating to Issuing Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees interest (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)provide Cash Collateral for outstanding Letters of Credit; (f) sixth, to all Secured other Obligations, other than Bank Product Obligations relating to Cash Management Services;Debt; and (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein or in any other Loan Document to the contrary, during an Event of Default, if so directed by the Required Lenders or at Administrative Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by ObligorsXxxxxxxx, realization on CollateralCollateral (subject to the Term Loan Intercreditor Agreement), setoff by exercise of setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to (A) all fees, including fees payable pursuant to this Agreement, the Fee Letter or any other Loan Document, then owing, (B) all costs and expenses, including Extraordinary Expenses, reimbursable by Credit Parties, then owing, (C) all Indemnitee Obligations, and (D) any Protective Advances and any Over Advance Loans (including principal and interest), in each case, to the extent owing to Administrative Agent in its capacity as Administrative Agent; (bii) second, to (A) all amounts costs and expenses reimbursable by Credit Parties, and (B) all Indemnitee Obligations, to the extent owing to Agent on Swingline LoansLC Issuer Indemnitees and any Lender Indemnitees; (ciii) third, to all amounts owing to Issuing Bank Swing Line Lender on LC ObligationsSwing Line Loans (including principal and interest); (div) fourth, to all amounts owing to LC Issuer with respect to that portion of the LC Obligations that constitutes unreimbursed draws under Letters of Credit (including principal and interest); (v) fifth, to all Obligations constituting fees owing to LC Issuer or any Lender, to the extent not already paid above (other than any then constituting Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest owing to any Lender to the extent not already paid above (other than any then constituting Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to (A) all Loans, (B) LC Obligations (including the Cash Collateralization of that portion of the LC Obligations constituting then undrawn amounts under outstanding Letters of Credit), and (C) Bank Product Obligations (including the Cash Collateralization of outstanding that portion of any Bank Product Obligations that are then contingent or otherwise not yet due and LC Obligations; andpayable), if and to the extent that consistent with Section 12.13, the applicable Bank Product Provider thereof has delivered a Secured Party Designation Notice to Administrative Agent, up to the amount of Reserves then being imposed by Administrative Agent in regard thereto; (hviii) lasteighth, to all other Bank Product Obligations (including the Cash Collateralization of that portion of any Bank Product Obligations that are then contingent or otherwise not yet due and payable), described in Section 5.5(a)(vii)(C) above, to the extent not already paid; (ix) ninth, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to including any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate (including the Cash Collateralization of a Lender shall be the lesser that portion of the maximum Secured any Bank Product Obligations last reported and other Obligations that are then contingent or otherwise not yet due and payable), if and to Agent and the actual Secured Bank Product extent not already paid, other than any then owing to the Defaulting Lenders; (x) tenth, to all Obligations then owing to the Defaulting Lenders; and (xi) lastly, the balance, if any, after all of the Obligations have been Paid in Full, to Borrowers or as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligorotherwise then required under Applicable Law.

Allocation. Notwithstanding anything herein or in any other Loan Document to the contrary, during an Event of Default, if so directed by the Required Lenders or at Administrative Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on CollateralCollateral (subject to the Term Loan Intercreditor Agreement), setoff by exercise of setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to (A) all fees, including fees payable pursuant to this Agreement, the Fee Letter or any other Loan Document, then owing, (B) all costs and expenses, including Extraordinary Expenses, reimbursable by Credit Parties, then owing, (C) all Indemnitee Obligations, and (D) any Protective Advances and any Over Advance Loans (including principal and interest), in each case, to the extent owing to Administrative Agent in its capacity as Administrative Agent; (bii) second, to (A) all amounts costs and expenses reimbursable by Credit Parties, and (B) all Indemnitee Obligations, to the extent owing to Agent on Swingline LoansLC Issuer Indemnitees and any Lender Indemnitees; (ciii) third, to all amounts owing to Issuing Bank Swing Line Lender on LC ObligationsSwing Line Loans (including principal and interest); (div) fourth, to all amounts owing to LC Issuer with respect to that portion of the LC Obligations that constitutes unreimbursed draws under Letters of Credit (including principal and interest); (v) fifth, to all Obligations constituting fees owing to LC Issuer or any Lender, to the extent not already paid above (other than any then constituting Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest owing to any Lender to the extent not already paid above (other than any then constituting Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to (A) all Loans, (B) LC Obligations (including the Cash Collateralization of that portion of the LC Obligations constituting then undrawn amounts under outstanding Letters of Credit), and (C) Bank Product Obligations (including the Cash Collateralization of outstanding that portion of any Bank Product Obligations that are then contingent or otherwise not yet due and LC Obligations; andpayable), if and to the extent that consistent with Section 12.13, the applicable Bank Product Provider thereof has delivered a Secured Party Designation Notice to Administrative Agent, up to the amount of Reserves then being imposed by Administrative Agent in regard thereto; (hviii) lasteighth, to all other Bank Product Obligations (including the Cash Collateralization of that portion of any Bank Product Obligations that are then contingent or otherwise not yet due and payable), described in Section 5.5(a)(vii)(C) above, to the extent not already paid; (ix) ninth, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to including any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate (including the Cash Collateralization of a Lender shall be the lesser that portion of the maximum Secured any Bank Product Obligations last reported and other Obligations that are then contingent or otherwise not yet due and payable), if and to Agent and the actual Secured Bank Product extent not already paid, other than any then owing to the Defaulting Lenders; (x) tenth, to all Obligations then owing to the Defaulting Lenders; and (xi) lastly, the balance, if any, after all of the Obligations have been Paid in Full, to Borrowers or as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligorotherwise then required under Applicable Law.

Allocation. Notwithstanding anything herein to the contrarycontrary and subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expensesextraordinary expenses, owing to Agentthe Administrative Agent pursuant to the terms of the Loan Documents; (b) second, to all amounts owing to the Administrative Agent on Swingline Loans; (c) third, to all amounts owing to the Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)fees; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)interest; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loansother Revolver Loans and solely to the extent included in the Bank Product Reserve, Letters of Credit, including Cash Collateralization of outstanding Noticed Hxxxxx and LC other Secured Bank Product Obligations; and (h) last, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Hxxxxx or other Secured Bank Product Obligations to the extent included in the Bank Product Reserve) shall be paid pursuant to this Section is not for ahead of any other Obligations, and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Lead Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrowers.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, due and owing to Agentthe Agent and all amounts for which the Agent is entitled to indemnification under the Loan Documents and all advances made by the Agent thereunder for the account of the applicable Lender Party; (b) second, to all amounts due and owing to the Agent on Swingline Loanswith respect to Protective Advances; (c) third, to all amounts due and owing to Issuing Bank on LC Obligations;the L/C Issuer, (d) fourth, ratably, to all Obligations constituting fees (other than Bank Product due and owing to the Agent, the Lenders, the Agent or the Lenders in respect of Letter of Credit Obligations); (e) fifth, ratably, to all Obligations constituting accrued and unpaid interest (other than Bank Product Obligations)due and owing to the Agent and the Lenders and to that portion of the Obligations under Secured Hedging Agreements corresponding to interest; (f) sixth, ratably, to all the payment of the principal amount of the Loans and to that portion of the Obligations under Secured Bank Product Obligations relating Hedging Agreements corresponding to Cash Management Servicesprincipal or termination payments; (g) seventh, to all Loans, provide Cash Collateral for Contingent Obligations and for Letters of CreditCredit and related Letter of Credit Obligations; (h) eighth, including Cash Collateralization of outstanding to all other Obligations then due and LC Obligationsowing; and (hi) lastthereafter, to the extent of any excess of such monies, to the payment to or upon the order of the Borrowers or to whosoever may be lawfully entitled to receive the same under Applicable Law or as a court of competent jurisdiction may direct. Amounts used to cash collateralize the aggregate amount of Letters of Credit and Letter of Credit Obligations pursuant to clause (g) above shall first 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 and all Letter or Credit Obligations have been satisfied in full pursuant hereto, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, in accordance with clause (i) above. Amounts shall be applied to each category of Obligations set forth above until Full Payment payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of the Agent and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligorthe Borrowers.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) firstFIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent, Collateral Agent and Documentation Agent; (b) secondSECOND, to all amounts owing to Agent on Swingline Loans; (c) thirdTHIRD, to all amounts owing to Issuing Bank on LC Obligations; (d) fourthFOURTH, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifthFIFTH, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixthSIXTH, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventhSEVENTH, to all Loans, Letters of CreditRevolver Loans and Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (h) lastLAST, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and Collateral Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent and Collateral Agent for determining the amount due. Neither Agent nor Collateral Agent shall have no any obligation to calculate the amount to be distributed with respect to any BN 6747822v16 Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten 5 days following request by Agent or Collateral Agent, Agent and Collateral Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent, Collateral Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by Parent or any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during at any time that an Event of DefaultDefault exists, monies to be applied to the ObligationsBorrower Group Obligations of a Borrower Group, whether arising from payments by ObligorsObligors of such Borrower Group, realization on CollateralCollateral securing the Borrower Group Obligations of such Borrower Group, setoff or otherwiseotherwise with respect to such Borrower Group, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to each Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to such Agent by the members of a Borrower Group or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Floating Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agentsuch Borrower Group Obligations; (bii) second, to the Applicable Agent to pay principal and accrued interest on any portion of the Revolver Loans (whether as Protective Advances or otherwise) which the Applicable Agent may have advanced on behalf of an Applicable Lender and for which such Agent has not been reimbursed by such Lender or by the members of a Borrower Group, until Full Payment of all such Obligations; (iii) third, to the Applicable Swingline Lender to pay the principal and accrued interest on any portion of its Swingline Loans outstanding to such Borrower Group, to be shared with the Applicable Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all such Obligations; (iv) fourth, to the extent that the Applicable Issuing Bank or the Applicable Agent has not received from any Lender participating in the LC Obligations with respect to any Letter of Credit a payment as required by Section 2.3.2, to such Issuing Bank or the Applicable Agent to pay all such required payments from such Lender participating in any LC Obligations with respect to any Letter of Credit, until Full Payment of all such Borrower Group Obligations; (v) fifth, to each Agent to pay any Claims that have not been paid pursuant to any indemnity of Agent Indemnitees by the members of such Borrower Group, or to pay amounts owing to Agent on Swingline Indemnitees by the Applicable Lenders to such Borrower Group pursuant to Section 12.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Floating Rate Loans; (c) third, to until Full Payment of all amounts owing to Issuing Bank on LC such Borrower Group Obligations; (dvi) fourthsixth, to each Agent to pay any fees due and payable to such Agent by such Borrowers, until Full Payment of all such Borrower Group Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsDebt); (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to each Applicable Lender, ratably, for any Claims that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary Expenses that such Lender has reimbursed to each Agent or that such Lender has incurred, to the extent that such Lender has not been reimbursed by the members of such Borrower Group therefor, until Full Payment of all Loanssuch Borrower Group Obligations; (viii) eighth, Letters to the Applicable Issuing Bank or the Applicable Agent to pay principal and interest with respect to LC Obligations of Creditsuch Borrower Group (or to the extent any of such LC Obligations are contingent and an Event of Default then exists, including deposited in the Cash Collateralization Collateral Account to Cash Collateralize such LC Obligations), which payment shall be shared with the Lenders participating in any LC Obligations with respect to any Letter of outstanding Credit in accordance with Section 2.3.2(c), until Full Payment of such Borrower Group Obligations; (ix) ninth, to the Applicable Lenders in payment of the unpaid principal and LC accrued interest in respect of the Loans and other Borrower Group Obligations (excluding Bank Product Debt) then owed by such Borrower Group, in such order of application as shall be designated by Administrative Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Borrower Group Obligations; and (hx) lasttenth, with respect to any remaining proceeds of U.S. Collateral, to Canadian Agent, Canadian Issuing Bank and the Canadian Lenders, as applicable in payment of the unpaid principal and accrued interest in respect of the Canadian Loans and other Borrower Group Obligations (excluding Bank Product Debt) then owed by Canadian Borrower, in such order of application as shall be designated by Canadian Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Canadian Obligations; and (xi) eleventh, to Bank of America, any branch or affiliate of Bank of America, Lender or any other ObligationsPerson that is a Secured Party in payment of any Bank Product Debt of such Borrower Group, until Full Payment of all such Bank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to the Applicable Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to the Applicable Agent for determining the amount due. The Applicable Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation calculation) from the Secured Party holding the Bank Product Debt. In the absence of such amount from notice, the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Applicable Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent Agents and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at the Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to the Agent (including attorneys’ fees) in its capacity as the Agent and any Protective Advances made by the Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline Loansthe Letter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (vi) sixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (vii) seventh, to the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, to all other Obligations (other than Bank Product Obligations); (eix) fifthninth, to all Obligations constituting interest (other than Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (hx) lastfinally, to all other Obligationsthe Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider’s pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to the Agent (as contemplated in the definition of “Bank Product Obligations”) and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by the Agent by such Bank Product Provider to the Agent. The Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider’s reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, the Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of instead rely on any Obligor. This Section is not for the benefit of or enforceable by any Obligorprior accounting thereof.

Allocation. Notwithstanding anything herein to the contrary, during For so long as an Event of DefaultDefault exists, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations that are intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to Agent to pay principal and accrued interest on any portion of the Loans (including Agent Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all amounts owing to Agent on Swingline Loans; such Obligations; (ciii) third, to BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all amounts owing to Issuing Bank on LC such Obligations; ; (div) fourth, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2, to Issuing Bank to pay all Obligations constituting fees such required payments from each Participating Lender, until Full Payment of all such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any Claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Obligor, or to pay amounts owing by Lenders to Agent Indemnitees pursuant to Section 13.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Claims that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be made shared with the Participating Lenders in accordance with Section 2.3.2(iii); (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect to amounts obtained from of the Loans and other Obligors to preserve Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Agent (acting at the allocations in any applicable category. Amounts distributed direction or with respect the consent of the Required Lenders); and (x) tenth, to any Secured Bank Product Obligations owing to a Lender or an any Affiliate of a any Lender shall be the lesser in payment of the maximum Secured Bank Product Obligations last reported any Banking Relationship Debt owed to Agent such Person and the actual Secured Bank Product Obligations as calculated secured by the methodology reported Collateral hereunder (subject to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroSection 13.19 hereof). The allocations set forth in this Section 5.6 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff Collateral or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product ObligationsIndebtedness); (e) fifth, to all Obligations constituting interest (other than Bank Product ObligationsIndebtedness); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Obligations constituting principal of the Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and; (h) lasteighth, to all other Obligations, other than Bank Product Indebtedness; (i) ninth, to Bank Product Indebtedness; and (j) tenth, to Borrowers. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Indebtedness shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Indebtedness as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsIndebtedness, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver such calculation notice within ten five days following request by Agent, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section (other than the tenth allocation to Borrowers) are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Except for the allocation to Borrowers set forth in clause (j) preceding, this Section is not for the benefit of or enforceable by any ObligorBorrower. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and then to Distribution Revolver Loans.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, expenses (including extraordinary expenses) and expenses, including Extraordinary Expensesother amounts, owing to Agentthe Administrative Agent or the Issuing Bank, in its capacity as such; (b) second, to all payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, expenses, and other amounts owing (other than principal, interest and fees) payable to Agent on Swingline Loansthe Lenders, ratably among them in proportion to the amounts described in this clause second payable to them; (c) third, to all the extent not previously reimbursed by the Borrower, to payment to the Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any permitted Overadvances, ratably among the Lenders in proportion to the amounts owing described in this clause third payable to Issuing Bank on LC Obligationsthem; (d) fourth, to all the extent that Swingline Loans have not been refinanced by a Committed Loan, payment to the Swingline Lender of that portion of the Obligations constituting fees (other than Bank Product Obligations)accrued and unpaid interest on the Swingline Loans; (e) fifth, to all payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, LC Obligations and other Obligations, and fees (other than including Letter of Credit Fees), ratably among the Lenders and the Issuing Bank Product Obligations)in proportion to the respective amounts described in this clause fifth payable to them; (f) sixth, to all Secured Bank Product the extent that Swingline Loans have not been refinanced by a Committed Loan, to payment to the Swingline Lender of that portion of the Obligations relating to Cash Management Servicesconstituting unpaid principal of the Swingline Loans; (g) seventh, to all Loans, Letters payment of Credit, including Cash Collateralization that portion of outstanding the Obligations constituting unpaid principal of the Loans and LC Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause seventh held by them; (h) eighth, to the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize LC Obligations at 103% of the Stated Amount thereof; (i) ninth, to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause ninth held by them; (j) tenth, to payment of all other Obligations arising from Bank Products to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause tenth held by them; and (hk) last, the balance, if any, after all of the Obligations have been paid in full, to all other Obligationsthe Loan Parties or as otherwise required by Law. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations); (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans; (h) eighth, Letters of Creditto all Noticed Xxxxxx, including Cash Collateralization of outstanding and LC ObligationsNoticed Xxxxxx; and (hi) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Borrower or other Obligor.

Allocation. Notwithstanding anything herein to the contrary, during For so long as an Event of DefaultDefault exists, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrowers of the Obligations intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all costs and expenses, including Extraordinary Expenses, owing to Agent; such Obligations; (bii) second, to all amounts owing BofA to Agent pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans; , until Full Payment of all such Obligations; (ciii) third, to all amounts owing the extent that Issuing Bank has not received from any Participating Lender a payment as required by SECTION 2.3.2 hereof, to Issuing Bank on LC to pay all such required payments from each Participating Lender, until Full Payment of all such Obligations; ; (div) fourth, to Agent to pay the amount of Extraordinary Expenses (including Protective Advances) that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting fees such Obligations; (other than Bank Product Obligations); (ev) fifth, to Agent to pay any Indemnified Amount that has not been paid pursuant to any indemnity of Agent Indemnitees by any Obligor or to pay amounts owing by Lenders to Agent Indemnities pursuant to SECTION 13.6, in each case, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all Obligations constituting interest such Obligations; (other than Bank Product Obligations); (fvi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all Secured Bank Product Obligations relating to Cash Management Services; such Obligations; (gvii) seventh, to all Loanseach Lender, Letters ratably, for any Indemnified Amount that such Lender has paid to Agent Indemnitees pursuant to its indemnity of Credit, including Cash Collateralization of outstanding Agent Indemnitees and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Issuing Bank to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Obligations (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Obligations are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be shared with the Participating Lenders in accordance with SECTION 2.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Debt) then outstanding, in such order of application as shall be designated by Agent (acting at the direction or with the consent of the Required Lenders); and (x) tenth, to Lenders and any Affiliates of Lenders, ratably, in payment of any Banking Relationship Debt owed to such Persons and secured by the Collateral hereunder. For the avoidance of doubt, to the extent constituting an Indemnified Amount, any indemnity, guarantee or other payment made by Agent or any Lender as described in SECTION 3.4.2 with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Banking Relationship Debt shall be the lesser of the maximum Secured Bank Product Obligations last reported allocated to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligationstenth priority, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroabove. The allocations set forth in this Section SECTION 5.6 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of any Obligor. This Section is not for the benefit of Borrower or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to Agent (including attorneys’ fees) in its capacity as Agent and any Protective Advances and Overadvances made by Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline LoansLetter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to all Loans, the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, including Cash Collateralization to all other Obligations (other than Bank Product Obligations); and (ix) ninth, up to the amount (after taking into account any amounts previously paid pursuant to this clause (ix) during the continuation of outstanding the applicable Event of Default) of the most recently established Bank Product Reserve, to Bank Product Obligations based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and LC substance satisfactory to Agent) to be due and payable on account of the Bank Product Obligations; and (hx) lasttenth, to all other Bank Product Obligations; and (xi) finally, to the Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider’s pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to Agent (as contemplated in the definition of “Bank Product Obligations”) and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by Agent in its Permitted Discretion by such Bank Product Provider to Agent. Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider’s reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, Agent, Agent may assume the amount to be distributed is zeroinstead rely on any prior accounting thereof. The allocations set forth in this Section section are solely to determine the rights and priorities of Agent and the Secured Parties as among themselves, themselves and may be changed by agreement among them without the consent of any ObligorLoan Party. This No Loan Party is entitled to any benefit under this Section is not for the benefit of or enforceable by has any Obligorstanding to enforce this section.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Secured Bank Product Obligations)) on Tranche A Revolver Loans and Tranche A Revolver Commitments; (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations)) on Tranche A Revolver Loans; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loans, Letters of CreditTranche A Revolver Loans and Noticed Xxxxxx, including Cash Collateralization of outstanding Noticed Xxxxxx, but excluding such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and LC Obligationsestablished in respect thereof; (h) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and Tranche A Revolver Commitments; (i) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; (j) tenth, to all Tranche B Revolver Loans; and (hk) last, to all other ObligationsObligations (including such amount of Noticed Xxxxxx that exceeds the amount of the Bank Product Reserve as determined by Agent and established in respect thereof). Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Monies and proceeds obtained from an Obligor shall not be paid with amounts received from such Obligor or applied to its assetsExcluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable each category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by Agent, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to AgentAgent and Lenders; (b) second, to all amounts owing to Agent and Lenders on Swingline LoansLoans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported by the provider of such Bank Product to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor.

Allocation. Notwithstanding anything herein to the contrary, during at any time an Event of DefaultDefault has occurred and is continuing, monies to be applied to the Secured Obligations, whether arising from payments by ObligorsLoan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (bii) second, to all amounts owing to Agent Swingline Lender on Swingline Loans; (ciii) third, to all amounts owing to any Issuing Bank on LC Obligations; (div) fourth, to all Obligations constituting fees (other than Bank Product Obligations)fees; (ev) fifth, to all Obligations constituting interest (other than Bank Product Obligations)interest; (fvi) sixth, to provide Cash Collateral for outstanding Letters of Credit in an amount equal to one hundred three percent (103%) of the amount of all Secured Bank Product Obligations relating to Cash Management ServicesLC Obligations; (gvii) seventh, to all Loansother Obligations and all Lender Hedge Obligations, Letters of Crediton a pari passu basis; (viii) eighth, including Cash Collateralization of outstanding and LC Obligationsto all other Secured Obligations not included in clauses (i) through (vii) above; and (hix) last, any surplus shall be remitted to all Borrower Agent or any other ObligationsPerson lawfully entitled thereto. Amounts shall be applied to each category of Obligations set forth above until Payment in Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured applicable amount of Bank Product Obligations last reported to Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to Administrative Agent for determining the amount due. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Administrative Agent may assume the amount to be distributed is zerothe amount of Bank Product last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section is not for the benefit of or enforceable by any ObligorLoan Party. Notwithstanding the foregoing, the relative priority of the Lender Hedge Obligations shall not be lower or worse than that of the principal amount of the Loans without the prior written consent of Borrower Agent.

Allocation. Notwithstanding anything herein to the contrary, during For so long as an Event of DefaultDefault exists, all monies to be applied to the Obligations, whether arising such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from payments any disposition of Collateral and irrespective of any designation by ObligorsBorrower of the Obligations intended to be satisfied, realization on Collateralshall be allocated among Agent and such of the Lenders as are entitled thereto (and, setoff or otherwise, shall, at the option of Agent or the direction of Required with respect to monies allocated to Lenders, be allocated as follows: on a Pro Rata basis unless otherwise provided herein): (ai) first, to all costs Agent to pay principal and expenses, including Extraordinary Expenses, owing to Agent; accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (bii) second, to all amounts owing Fleet to Agent pay the principal and accrued interest on Swingline any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Settlement Loans; ; (ciii) third, to the extent that Fleet has not received from any Participating Lender a payment as required by SECTION 1.3.2 hereof, to Fleet to pay all amounts owing to Issuing Bank on LC Obligations; such required payments from each Participating Lender; (div) fourth, to all Obligations constituting fees Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (other than Bank Product Obligations); v) fifth to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations); (fvi) sixth, to all Secured Bank Product Obligations relating Agent to Cash Management Services; pay any fees due and payable to Agent; (gvii) seventh, to all Loanseach Lender, Letters of Creditratably, including Cash Collateralization of outstanding for any Indemnified Amount that such Lender has paid to Agent and LC Obligations; and (h) lastany Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to all other Obligations. Amounts shall be applied the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to each category of Obligations set forth above until Full Payment thereof Fleet to pay principal and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations interest with respect to LC Outstandings (or to the extent any Obligor shall not be paid with amounts received from such Obligor or its assetsof the LC Outstandings are contingent and an Event of Default then exists, but appropriate adjustments deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be made shared with the Participating Lenders in accordance with SECTION 1.3.2(III) hereto (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect to amounts obtained from of the other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect Obligations (excluding Banking Relationship Debt) then outstanding; and (x) tenth, to any Secured Bank Product Obligations owing to a Lender or an any Affiliate of a Lender shall be the lesser in payment of the maximum Secured Bank Product Obligations last reported any Banking Relationship Debt owed to Agent such Person and the actual Secured Bank Product Obligations as calculated secured by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zeroCollateral hereunder. The allocations set forth in this Section SECTION 4.6 are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, themselves and may be changed by agreement among them Agent and Lenders without notice to or the consent or approval of Borrower or any Obligor. This Section is not for the benefit of or enforceable by any Obligorother Person.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters other than (A) Bank Product Debt relating to Bank Products described in clauses (a), (c) and (d) of Credit, including Cash Collateralization the definition thereof and (B) such amount of outstanding Bank Product Debt relating to Bank Products described in clause (b) of the definition thereof that exceeds the amount of the Bank Product Reserve as determined by Agent and LC Obligationsestablished in respect of such Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt relating to Bank Products described in clauses (a), (c) and (d) of the definition thereof and such amount of Bank Product Debt relating to Bank Products described in clause (b) of the definition thereof that exceeds the amount of the Bank Product Reserve as determined by Agent and established in respect of such Bank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount dueAgent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, if so directed by the Required Lenders or at Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff setoff, or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (ai) first, to all costs and expenses, including Extraordinary Expenses, Lender Group Expenses owing to Agent (including attorneys’ fees) in its capacity as Agent and any Protective Advances and Overadvances made by Agent; (bii) second, to all amounts Lender Group Expenses owing to Agent on Swingline LoansLetter of Credit Issuer and the Lenders; (ciii) third, to all amounts owing to Issuing Bank Swingline Lender on LC ObligationsSwingline Loans; (div) fourth, to all amounts owing to Letter of Credit Issuer with respect to that portion of the Obligations which constitutes unreimbursed draws under Letters of Credit; (v) fifth, to all Obligations constituting fees (other than amounts which constitute Bank Product Obligations); (evi) fifthsixth, to all Obligations constituting interest (other than amounts which constitute Bank Product Obligations); (f) sixth, to all Secured Bank Product Obligations relating to Cash Management Services; (gvii) seventh, to all Loans, the Collateralization of that portion of the Obligations constituting undrawn amounts under outstanding Letters of Credit; (viii) eighth, including Cash Collateralization to all other Obligations (other than Bank Product Obligations); and (ix) ninth, up to the amount (after taking into account any amounts previously paid pursuant to this clause (ix) during the continuation of outstanding the applicable Event of Default) of the most recently established Bank Product Reserve, to Bank Product Obligations based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and LC substance satisfactory to Agent) to be due and payable on account of the Bank Product Obligations; and (hx) lasttenth, to all other Bank Product Obligations; and (xi) finally, to the Loan Parties or whoever else may be lawfully entitled thereto. Amounts shall be applied to each category of the foregoing categories of Obligations set forth in the order presented above until Full Payment thereof and then before being applied to the next following category. If Where applicable, all amounts are insufficient to satisfy be applied to a category, they shall given category will be applied on a pro rata basis among the Obligations those entitled to payment in the such category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for In determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect applied to Bank Product Obligations within any Secured given category, each Bank Product Provider’s pro rata share thereof shall be based on the lesser of (x) the amount presented in the most recent notice from such Bank Product Provider to Agent (as contemplated in the definition of “Bank Product Obligations”) and (y) the actual amount of such Bank Product Obligations, calculated in accordance with a methodology presented to and may request a approved by Agent by such Bank Product Provider to Agent. Agent has no duty to investigate the actual amount of any Bank Product Obligations and, instead, is entitled to rely in all respects on the applicable Bank Product Provider’s reasonably detailed calculation of such amount from the applicable Secured Partywritten accounting thereof. If such Bank Product Provider does not submit such accounting of its own accord and in a Secured Party fails to deliver such calculation within ten days following request by timely manner, Agent, Agent may assume the amount to be distributed is zeroinstead rely on any prior accounting thereof. The allocations set forth in this Section section are solely to determine the rights and priorities of Agent and the Secured Parties as among themselves, themselves and may be changed by agreement among them without the consent of any ObligorLoan Party. This No Loan Party is entitled to any benefit under this Section is not for the benefit of or enforceable by has any Obligorstanding to enforce this section.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, The Purchase Price payable shall be allocated as followson the following basis: (ai) first, the Net Bid Value shall be allocated to all costs the relevant Shares and expenses, including Extraordinary Expenses, owing to Agentthe relevant Group Businesses (and to the assets of each such Group Business) as set out in the Steps Plan; (bii) secondthe difference between the estimates of Working Capital, the Third Party Indebtedness and Group Companies’ Cash Balances taken into account in the Allocation Adjustment and the Estimated Working Capital, the Estimated Third Party Indebtedness and the Estimated Cash shall be allocated between the Shares or Group Businesses according to all amounts owing the Group Company or Group Business to Agent on Swingline Loans; which such difference relates or is attributable and consequently shall be deducted from or added to, as the case may be, the Net Bid Value allocated to the relevant Shares or to the relevant Group Business or Group Businesses in (ci) thirdabove (and, if necessary, the Steps Plan will be updated to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligationsreflect such changes); (eiii) fiftheach of the Intra-Group Receivables, and the Intra-Group Payables shall be allocated between the Shares according to all Obligations constituting interest the Group Company to which such item is attributable and consequently shall be added to (other than Bank Product Obligations); in the case of the Intra-Group Receivables) or deducted from (fin the case of the Intra-Group Payables) sixth, the Net Bid Value allocated to all Secured Bank Product Obligations relating to Cash Management Services; the relevant Shares in (gi) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsabove; and (hiv) lastThe adjustments made pursuant to Clauses 8.3.1, to all other Obligations. Amounts 8.3.3 and 8.3.5 shall be applied to each category of Obligations set forth above until Full Payment thereof and then allocated between the Shares or Group Businesses according to the next category. If amounts are insufficient Group Company or Group Business to satisfy a category, they which such adjustment relates or is attributable and shall be applied on a pro rata basis among added or deducted (as appropriate) from the Obligations Net Bid Value allocated to those Shares or that Group Business, and the Seller shall procure that each relevant member of the Seller’s Group and the Purchaser shall procure that each relevant member of the Purchaser’s Group shall adopt that allocation for all Tax purposes. Notwithstanding any other provision of this Agreement, the Seller and the Purchaser agree that the allocation as set out in the category. Excluded Hedge Obligations Steps Plan may only be amended in the case of manifest error or where a significant change is made to the Steps Plan in accordance with respect the provisions of paragraph 2.1.2(ii) of Schedule 10 and such change to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent allocation is agreed between Seller and the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten days following request by Agent, Agent may assume the amount to be distributed is zero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorPurchaser (acting reasonably).

Allocation. Notwithstanding anything herein to the contrarycontrary and subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, monies to be applied to the Secured Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expensesextraordinary expenses, owing to Agentthe Administrative Agent pursuant to the terms of the Loan Documents; (b) second, to all amounts owing to the Administrative Agent on Swingline Loans; (c) third, to all amounts owing to the Issuing Bank on LC ObligationsBank; (d) fourth, to all Obligations constituting fees (other than Bank Product Obligations)fees; (e) fifth, to all Obligations constituting interest (other than Bank Product Obligations)interest; (f) sixth, to all Secured Bank Product Obligations relating to Cash Management ServicesCollateralization of LC Obligations; (g) seventh, to all Loansother Revolver Loans and solely to the extent included in the Bank Product Reserve, Letters of Credit, including Cash Collateralization of outstanding Noticed Xxxxxx and LC other Secured Bank Product Obligations; and (h) last, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent and or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within ten five days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 7.02 are solely to determine the rights and priorities of the Administrative Agent and the Secured Parties as among themselves, and may may, except as set forth in the next sentence, be changed by agreement among them without the consent of any ObligorLoan Party. This It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Xxxxxx) shall be paid pursuant to this Section is not for ahead of any other Obligations, and (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the benefit Issuing Bank or the Administrative Agent, in each case, unless consented to by the Lead Borrower. If any monies remain after distribution to all of or enforceable by any Obligorthe categories above, such monies shall be returned to the Borrowers.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) firstFIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) secondSECOND, to all amounts owing to Agent on Swingline Loans; (c) thirdTHIRD, to all amounts owing to Issuing Bank on LC Obligations; (d) fourthFOURTH, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifthFIFTH, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixthSIXTH, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and (h) lastSEVENTH, to all other Obligations, other than Bank Product Debt; (h) EIGHTH, to Bank Product Debt; and (i) LAST, to the Borrowers. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured PartyLender which notice shall be approved by the Borrowers. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Obligations constituting principal in respect of the Loans, Letters of Credit, including Cash Collateralization of outstanding and LC Obligations; and; (h) lasteighth, to all other Obligations, other than Bank Product Debt; and (i) last, to Bank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Creditother than Bank Product Debt and Lease Debt; (h) eighth, including Cash Collateralization of outstanding and LC Obligationsto Bank Product Debt; and (hi) last, to all other ObligationsLease Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any ObligorBorrower.

Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall, at the option of Agent or the direction of Required Lenders, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees (other than excluding amounts relating to Bank Product ObligationsProducts); (e) fifth, to all Obligations constituting interest (other than excluding amounts relating to Bank Product ObligationsProducts); (f) sixth, to all Secured Bank Product Obligations relating to provide Cash Management ServicesCollateral for outstanding Letters of Credit; (g) seventh, to all Loansother Obligations, Letters of Credit, including Cash Collateralization of outstanding and LC Obligationsother than Bank Product Debt; and (h) last, to all other ObligationsBank Product Debt. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Excluded Hedge Obligations with respect to any Obligor shall not be paid with amounts received from such Obligor or its assets, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Amounts distributed with respect to any Secured Bank Product Obligations owing to a Lender or an Affiliate of a Lender Debt shall be the lesser of the maximum Secured applicable Bank Product Obligations Amount last reported to Agent and or the actual Secured Bank Product Obligations Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within ten days following request by Agentnotice, Agent may assume the amount to be distributed is zerothe Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Borrower or any other Obligor.