Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.12, be applied by the Administrative Agent in the following order: FirstFIRST, to payment of that portion of the Obligations constituting fees, indemnities, indemnities and expenses (other than principal and other amounts (interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; SecondSECOND, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; ThirdTHIRD, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; FourthFOURTH, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and LastLAST, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.14, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shallwill, subject to the provisions of Sections 2.15Section 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent under the Loan Documents in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article III) under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of that portion of the Obligations in respect of Swap Contracts, ratably among the counterparties thereto, in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on and prepayment premium with respect to the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans Obligations have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as suchAgent; Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting feesindemnities (including indemnities due under Section 10.04 hereof), indemnities Credit Party Expenses, and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel Credit Party Expenses to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and fees (excluding any Early Termination Fee then owing), ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, prepayment premium and interestexit fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on on, and prepayment premium and exit fees with respect to, the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on on, and any compensation due with respect to, the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans Notes have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Purchaser or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, repayment premium and interestexit fees) payable to the Lenders Purchasers (including fees, charges and disbursements of counsel to the respective LendersPurchasers) arising under the Loan Note Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on on, and repayment premium and exit fees with respect to, the LoansNotes, ratably among the Lenders Purchasers in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Notes, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Issuer or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shallObligations, subject to the provisions of Sections 2.15Section 2.16, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations in respect of the Loan Documents shall, subject to the provisions of Sections 2.15Section 2.13, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Administrative Agent and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.027.01), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIIpursuant to Sections 2.12 and 2.14) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interest) fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III, ratably among them in proportion pursuant to the respective amounts described in this clause Second payable to themSections 2.12 and 2.14)); Third, to payment of that portion of the Obligations constituting accrued and unpaid fees and interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than contingent indemification and other contingent obligations not then due), to the Borrower or as otherwise required by Lawlaw.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, shall be (subject to the provisions of Sections 2.15, be Section 2.16) applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Hedge Agreement between the Borrower and any Hedge Bank, ratably among the Lenders (and, in the case of such Secured Hedge Agreements, Hedge Banks) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.14, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and reasonable disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After Subject to the Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 7.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.027.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Disbursing Agent or the Collateral Agent, as the case may be, in the following order: Firstfirst, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Disbursing Agent and amounts payable under Article IIICollateral Agent) payable to the Administrative Disbursing Agent and the Collateral Agent in its capacity their capacities as such; Secondsecond, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, Prepayment Premium and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article IIIDocuments, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Thirdthird, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held payable by them; and Lastlast, the balance, if any, after all of the Obligations have been indefeasibly paid Payment in fullFull, to the Borrower or as otherwise required by Requirements of Law.

Application of Funds. After the exercise of remedies upon the occurrence of an Event of Default provided for in Section 8.02 11.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.0211.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISection 4) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article IIISection 4), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Parties or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel counsels to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification or reimbursement obligations for which no claim has been asserted) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective LendersLenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shallwill, subject to the provisions of Sections 2.15Section 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Ultimate Parent or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent Agents and amounts payable under Article IIIpursuant to Section 2.13 and Section 2.14) payable to the Administrative Agent Agents in its their capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interest) fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article IIIpursuant to Section 2.13 and Section 2.14)) payable to the Lenders, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid fees and interest on the LoansLoans and other Obligations, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans principal, ratably among the Lenders Secured Parties, in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees, charges and disbursements of one single counsel to the respective Lenders) arising under the Loan Documents , taken as a group, and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 11.2 (or after the Loans Notes have automatically become immediately due and payable as set forth in the proviso to Section 8.0211.2), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent (and any of their appointees or delegates) and amounts payable under Article III3) payable to the Administrative Agent in its capacity as suchAgent; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Purchasers or any holder of a Note (including premiums and fees, charges and disbursements of counsel to the respective LendersPurchasers and holders of a Note) arising under the Loan Note Documents and amounts payable under Article III3, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansNotes and other Obligations arising under the Note Documents, ratably among the Lenders Purchasers and the holders of a Note in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Notes, ratably among the Lenders Purchasers and the holders of a Note in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent Agent, subject to the terms of any applicable Acceptable Intercreditor Agreement then in effect, in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, Cash Management Obligations and obligations under Secured Hedge Agreements) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising Attorney Costs payable under the Loan Documents Section 10.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans(including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent or the Documentation Agent, as applicable, and amounts payable under Article III) payable to the Administrative Agent or the Documentation Agent, as applicable, each in its respective capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02)8.2, any amounts received by the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.16, 2.17 and 2.18) payable to the Administrative Agent in its capacity as suchsuch (including interest thereon); Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders Lenders, the L/C Issuer (including fees (other than Letter of Credit Fees)) payable to the L/C Issuer and the reasonable fees, charges and disbursements of counsel to the respective Lenders) arising under Lenders and the Loan Documents L/C Issuer and amounts payable under Article IIISections 2.16, 2.17 and 2.18), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on in respect of the Loans and Letter of Credit Obligations which have not yet been converted into Revolving Loans, in each case, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented out of pocket fees, charges and disbursements of outside counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable and documented out of pocket fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, payable to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to last paragraph of Section 8.028.01), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent to the extent payable under Section 11.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising Lenders to the extent payable under the Loan Documents Section 11.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Obligations then owing under Related Swap Agreements, ratably among the Lenders and the Swap Providers in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.3 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.2), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article IIISection 4.3, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans (including interest accruing after the commencement of a proceeding in bankruptcy, insolvency or similar Law, whether or not permitted as a claim under such Law) and amounts payable under Section 3.7, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.15Section 2.12, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and or interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Lenders arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Secured Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by themLoans; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Revolving Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article ARTICLE III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article ARTICLE III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansRevolving Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Revolving Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.13, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including out-of-pocket fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the applicable Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.027.01), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.21 and Section 2.25, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the Administrative Agent and amounts payable under Article IIIII) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders Bank (including reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article IIIII), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and (i) unpaid principal of the Loans and (ii) amounts owing under Banking Services Agreements and Guaranteed Hedge Agreements, ratably among the Lenders and their Affiliates in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, any Borrower shall be applied by the Administrative Agent to the then outstanding Obligations of such Borrower in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the such Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.12, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower ADI or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have Term Loan has automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Term Loan and other Obligations ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Term Loan ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.15 and any applicable Intercreditor Agreement or Other Intercreditor Agreement, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Lenders arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such; Second, to payment of that portion of the Obligations constituting feesindemnities, indemnities Credit Party Expenses, and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, and fees (in each case, as payable to the Lenders), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third Fourth held by them; FourthFifth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans all other Obligations, ratably among the Lenders Credit Parties in proportion to the respective amounts described in this clause Fourth Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 10.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIIIV) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders and including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article IIIIV, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid and interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective unpaid principal amounts described in this clause Fourth of the Loans held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02)) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.12, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) ), including the Applicable Premium, payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this Third clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and L/C Borrowings, fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.026.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.09(e), 2.11 and 2.13) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article IIISections 2.09(e), 2.11 and 2.13), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.12, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) then due and payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) then due and payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations then due and payable, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations then due and payable have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, will be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) reimbursements payable to the Lenders or the Arrangers (including fees, charges and disbursements of counsel to the respective Lenders) arising under Lenders or the Loan Documents Arrangers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, Section 2.12 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansTerm Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Term Loans, ratably among the Lenders Lenders, in proportion to the respective amounts described in this clause Fourth held by payable to them; and Last, the balance, if any, after all the occurrence of the Obligations have been indefeasibly paid in fullTermination Date, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in this Section 8.02 7 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.027.2), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 3.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Banks (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Banks and amounts payable under Article IIISection 3.11), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.2 (or after the Loans Obligations have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received from or on account of the Loan Parties (including, without limitation, any Collateral furnished by any of them) on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order, subject in each case to the ABL Intercreditor Agreement and any applicable Customary Intercreditor Agreement: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as suchAgent; Second, to payment of that portion of the Obligations constituting feesindemnities (including indemnities due under Section 10.4 hereof), indemnities Credit Party Expenses, and other amounts (other than principal principal, interest and interestfees) payable to the Lenders (including fees, charges and disbursements of counsel Credit Party Expenses to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the all other Obligations constituting accrued and unpaid interest on the Loansfees, ratably among the Lenders Credit Parties in proportion to the respective amounts described in this clause Third held by them; Fourth, payable to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have Loan has automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoan and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loan, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, [reserved]; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth -83- in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.19, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; , Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of any amounts remaining unpaid in respect of the Obligations (other than Obligations First, Second, Third or Fourth above); and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Lenders arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies any remedy provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.19, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, the Prepayment Premium, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth ThirdFourth held by them; FourthFifth, to the payment of any amounts remaining unpaid in respect of the Obligations (other than Obligations First, Second or, Third, or Fourth above); and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, prepayment premiums and interestexit fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on and prepayment premium and exit fees with respect to the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shallwill, subject to the provisions of Sections 2.15Section 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject (whether as a result of the exercise of the right of set off pursuant to the provisions of Sections 2.15, Section 9.09 or otherwise) shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders such parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.. ARTICLE VIII ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for herein or in Section 8.02 any other Facility Document (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.19, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Agents and amounts payable under Article IIISections 2.12 or 8.04) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, fees and time charges and disbursements for attorneys who may be employees of counsel to the respective Lendersany Lender) arising under the Loan Facility Documents and amounts payable under Article IIISections 2.11, 2.12 and 2.14, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Facility Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them, and the Commitments of such Lender shall be deemed to be permanently reduced by the amount of such payment; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on and prepayment premium with respect to the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.. ARTICLE X. ADMINISTRATIVE AGENT 10.01

Application of Funds. After (a) In the exercise event that, following the occurrence or during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02)any Event of Default, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, be applied by the Administrative Agent receives any monies in connection with the following orderenforcement of its rights hereunder, such monies shall be distributed as follows: (i) First, to payment of that portion of the Obligations Liabilities constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III4) payable to the Administrative Agent in its capacity as such; (ii) Second, to payment of that portion of the Obligations Liabilities constituting fees, indemnities and other amounts (other than principal interest and interestprincipal) payable to the Lenders (Lenders, including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III, 4 ratably among them in proportion to the respective amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Obligations Liabilities constituting accrued and unpaid interest on the LoansLoans and other Liabilities arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; (iv) Fourth, to payment of that portion of the Obligations Liabilities constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and (v) Last, the balance, if any, after all of the Obligations Liabilities have been indefeasibly paid in full, to the Lead Borrower or as otherwise required by Lawlaw. SECTION 13.

Application of Funds. After the exercise of remedies provided for in this Section 8.02 13 (or after the Loans have automatically become immediately due and payable as set forth in and the proviso Letters of Credit have automatically been required to Section 8.02be Cash Collateralized), any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the Administrative Agent legal expenses payable under Section 15.6 and amounts payable under Article IIISection 5) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising legal expenses payable under the Loan Documents Section 15.6 and amounts payable under Article IIISection 5), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued unpaid Letter of Credit reimbursements and unpaid interest on to Cash Collateralize the Loansportion of the Letters of Credit comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders holders of such Secured Obligations in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: 57 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Term Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Term Lenders arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansTerm Loans and other Obligations, ratably among the Term Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans ratably among the Term Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After Upon the occurrence and during the continuance of an Event of Default, and/or after the exercise of any remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective LendersLenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and reasonable disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.17 and 2.18, the Intercreditor Agreement and any Other Intercreditor Agreement, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges and disbursements of counsel to the Administrative Agent payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges and disbursements of counsel to the respective Lenderspayable under Section 10.05) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Investment Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on and prepayment premium and exit fees with respect to the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, Section 2.12 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.01 (or after the Loans have automatically become immediately due and payable as set forth in the last proviso to Section 8.026.01), any amounts received on account of the Obligations shall, subject to the provisions of Sections Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article IIISection 2.16 through Section 2.21) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article IIISection 2.16 through Section 2.21), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02(b)), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.14, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Loans have automatically become immediately due and payable and the LC Exposure have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.027.01), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISection 2.15) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestletter of credit fees pursuant to Section 2.10(b)(i)) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders) Lenders and Issuing Bank arising under the Loan Documents and amounts payable under Article IIISection 2.15, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid letter of credit fees pursuant to Section 2.10(b)(i) and interest on the Loans, LC Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 11.04 and amounts payable under Article III3 but excluding principal of, and interest on, any Loan) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising Attorney Costs payable under the Loan Documents Section 11.05 and amounts payable under Article III3), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Company that are due and payable to the Administrative Agent and the other Credit Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Credit Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 ‎9.2 (or after the Revolving Credit Loans have automatically become immediately due and payable and the Maximum Drawing Amount has automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02‎9.2), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent Lender in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIILender ) payable to the Administrative Agent Lender in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest and interestLetter of Credit Fees) payable to the Lenders Lender and the LC Issuer (including fees, charges and disbursements of counsel to the respective LendersLender and the LC Issuer, including fees and time charges for attorneys who may be employees of the Lender or the LC Issuer) arising under the Loan Documents and amounts payable under Article IIISections ‎2.9, ‎2.11, ‎2.12, ‎2.13 and ‎2.14, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Revolving Credit Loans, LC Disbursements and other Obligations, ratably among the Lenders Lender and the LC Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans Notes have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Purchaser or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal principal, interest, repayment premium and interestexit fees) payable to the Lenders Purchasers (including fees, charges and disbursements of counsel to the respective LendersPurchasers) arising under the Loan Note Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on on, and repayment premium and exit fees with respect to, the LoansNotes, ratably among the Lenders Purchasers in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Notes, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Issuer or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.11 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.026.11(a) or 6.11(b), ) any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of legal counsel to the Administrative Agent and amounts payable under Article IIIAgent) payable to the Sole Lead Arranger and the Administrative Agent in its their capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of legal counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article IIIAdministrative), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.22, be applied by the Administrative Agent in the following order: Firstfirst, to payment of that portion of the Obligations constituting fees, indemnities, expenses expenses, costs, losses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts Collateral Agent) payable under Article III) payable the Loan Documents to the Administrative Agent and the Collateral Agent in its capacity their capacities as such; Secondsecond, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Lenders arising under the Loan Documents and amounts payable under Article IIIDocuments), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Thirdthird, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held payable by them; and Lastlast, the balance, if any, after all of the Obligations have been indefeasibly paid Payment in fullFull, to the Borrower or as otherwise required by Law.. 123 4894-9978-4110 v.2

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Term Loan Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Term Loan Lenders arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansTerm Loans and other Obligations arising under the Loan Documents, ratably among the Term Loan Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lenders)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and other Obligations then owing under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received on account of the Obligations shall, subject to of the provisions of Sections 2.15, Borrower shall be applied by the Administrative Agent to the then outstanding Obligations of the Borrower in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders [including fees and time charges for attorneys who may be employees of any Lender] and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Obligations then owing under Secured Hedge Agreements, ratably among the Lenders and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After Subject to the terms of the Collateral Agency Agreement, after the exercise of remedies provided for in Section 8.02 9.2 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article IIIIV) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Banks (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Attorney Costs and amounts payable under Article IIIIV), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent to the extent required to be reimbursed hereunder and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under Lenders to the Loan Documents extent required to be reimbursed hereunder and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02due), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.12 and 2.13, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent (including fees and time charges for attorneys who may be employees of the Administrative Agent) and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in payable) or if at any time insufficient funds are received by and available to the proviso Administrative Agent to Section 8.02)pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.152.12, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Revolving Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and Lead Arranger and amounts payable under Article ARTICLE III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article ARTICLE III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansRevolving Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Revolving Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders as required by Section 10.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Loans Notes have automatically become immediately due and payable as set forth in the proviso to Section 8.029.02), any amounts received by any Purchaser or the Collateral Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Collateral Agent and amounts payable under Article III) payable to the Administrative Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders Purchasers (including fees, charges and disbursements of counsel to the respective LendersPurchasers) arising under the Loan Note Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on and prepayment premium with respect to the LoansNotes, ratably among the Lenders Purchasers in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Notes, ratably among the Lenders Purchasers in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Issuer or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective LendersLenders and fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.3 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.029.2), any amounts received by any Lender or the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative either Agent and amounts payable under Article III) payable to the Administrative either Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Investment Documents and amounts payable under Article IIISection 4.3, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and amounts payable under Sections 3.7, 3.8, 3.10 and 3.11, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly indefensibly paid in full, to the Borrower or as otherwise required by Lawlaw.

Application of Funds. After Subject in all respects to the subordination provisions in Paragraph 2 of the Agreement, after the exercise of remedies provided for in Section 8.02 Paragraph 7, 8, 9 or 11 of the Agreement (or after the Loans Advances have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15Section 6, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 7-12) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) Lenders arising under the Agreement and the other Loan Documents and amounts payable under Article IIISections 7-12), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansAdvances and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 herein (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15§4.11, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III§§4.4, 4.5, 4.6, 4.8 and 17) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents Lenders and amounts payable under Article III§§4.4, 4.5, 4.6, 4.8 and 17), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawlaw.