Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payable, the outstanding B/As have automatically been required to be cash collateralized and the L/C Obligations have automatically been required to be Cash Collateralized, in each case as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and interest, Commitment Fees, Letter of Credit Fees and B/A Fees) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees, Letter of Credit Fees, B/A Fees and interest on the Loans, Letter of Credit B/A Drawings, L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders, the Swingline Lender and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, the aggregate face amount of any outstanding B/As and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between Parent Borrower or any of its Subsidiaries (other than an Unrestricted Subsidiary) and the Administrative Agent, to any Lender or Affiliate of the extent Administrative Agent or a Lender or any Person that was the Administrative Agent, a Lead Arranger, a Lender or Affiliate of the Administrative Agent, a Lead Arranger or a Lender at the time it entered into such Secured Swap Agreement is permitted hereunderContract, (c) payments of amounts due under any Secured Treasury Management Agreement between Parent Borrower or any of its Subsidiaries (other than an Unrestricted Subsidiary) and the Administrative Agent, any Lender or Affiliate of the Administrative Agent or a Lender or any Person that was the Administrative Agent, a Lender or Affiliate of the Administrative Agent or a Lender at the time it entered into such Treasury Management Agreement, to the extent such Treasury Management Agreement is permitted hereunder and (d) the Administrative Agent for the account of the Issuing BankL/C Issuers, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Parent Borrower or as otherwise required by Applicable LawsLaw. provided that no amount received from any Foreign Credit Party or on account of any Collateral that is solely Collateral for the Foreign Obligations shall be applied pursuant to second, third or fourth clause of this paragraph to the extent such amounts do not constitute Foreign Obligations. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Notwithstanding the foregoing, amounts received from the Borrowers or any Guarantor that is not a Qualified ECP Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant applied to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoObligations that are Excluded Swap Obligations.

Application of Funds. After the exercise of remedies provided for in accordance with the provisions of Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, L/C Borrowings and (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to provide Cash Collateralize Collateral for that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to thempayment of that portion of the Obligations constituting obligations under Swap Contracts between any Borrower and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Borrower and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); 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 Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; 106 Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eight and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this SectionSection 8.3. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.107

Application of Funds. After the exercise of remedies provided for in Section 9.2 7.01 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 7.01), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, hereunder and (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to provide Cash Collateralize Collateral for that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer subject to Section 11.04 and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.01(e), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.01(e), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullFully Satisfied, to the Borrower Parent or as otherwise required by Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured arising under Treasury Management Obligations Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank Lender or Qualifying Affiliate of a Lender party to such Treasury Management BankAgreement or such Swap Contract, as the case may be. Each Qualifying holder of any such Obligations arising under Swap Bank Contracts or Qualifying Treasury Management Bank Agreements that is not a party to this the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 LoansTerm Loans and fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and a Hedge Bank, to the Credit Documents extent such Swap Contract is permitted by Section 7.01(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Hedge Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Term Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect the unpaid principal value of any Secured termination payment relating to a Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under Contract between any Secured Treasury Management Agreement, Loan Party and (d) the Administrative Agent for the account of the Issuing a Hedge Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject If and to Section 2.3the extent the Administrative Agent has received notice or other evidence that any amount claimed as an Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above received from any Guarantor or its assets shall not be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate and adjustments shall be made with respect to payments amounts received from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation their assets as the Administrative Agent may requestdetermine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may beObligations were not Excluded Swap Obligations. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged Loan Party acknowledges and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant consents to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoforegoing.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eighth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Credit Documents Borrower or any Subsidiary and any Lender or any Affiliate of a Lender (or any Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Contract) to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the holders of such parties Obligations in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender (or any Secured Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Agreement, Contract) to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender (or any Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Treasury Management Agreement, ) and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, ratably among the holders of such parties Obligations in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s its assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionSection 9.03. Notwithstanding the foregoing, Secured Obligations arising under any Swap Obligations and Secured Contract or any Treasury Management Obligations Agreement shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Lender or Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Bank Contract or Qualifying Treasury Management BankAgreement) party to such Swap Contract or Treasury Management Agreement, as the case may be. Each Qualifying Lender or Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Bank Contract or Qualifying Treasury Management Bank Agreement) party to any Swap Contract or Treasury Management Agreement not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.18, be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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 indemnities, expenses and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter 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 Credit Borrowings and other Obligations under the Credit Documents a Lender, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured Swap Agreementinterest accrued thereon, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender and amounts owing under Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of CreditAgreements, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the Treasury Management Lenders in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.16, be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative each 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any interest accrued thereon, due under any Secured Swap Hedge Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and an Agent, and (d) an Arranger, the Administrative Agent for Bookrunner or a Lender, in each case at the account time such applicable Treasury Management Agreement is entered into, or an Affiliate of any of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditforegoing, ratably among such parties the Lenders, the L/C Issuer, the Hedge Banks and any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth payable to themor held by them and (d) to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.13, Section 3.2 2.14 and Section 3.32.15 (including interest thereon)) 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under Lenders, and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the Credit Documents including all reasonable documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders, and amounts payable under Section 3.1Sections 2.13, Section 3.2 2.14 and Section 3.32.15), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the payment of that portion of the Obligations constituting accrued and unpaid Letter interest in respect of Credit Fees any Cash Management Services and interest on the Loans, Letter to payment of Credit Borrowings premiums and other Obligations fees (including any interest thereon) under the Credit Documents any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, and Letter of Credit Borrowingssettlement amounts, (b) payment of breakage, amounts and other termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due payment obligations under any Secured Treasury Specified Swap Agreements and Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth and payable to them; Fifth, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth payable to them; Sixth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Sixth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Feesamounts owing pursuant to the Designated Swap Contracts) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any law firm or other counsel Lender arising under the Loan Documents) and amounts payable under Section 3.1, Section 3.2 and Section 3.3)Article III, ratably among the Lenders 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, Letter of Credit Borrowings Loans and other Obligations arising under the Credit Loan Documents and all Designated Swap Contracts including regularly scheduled payments on Designated Swap Contracts (but excluding Swap Termination Values), ratably among such parties the Lenders and hedge counterparties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of CreditLoans, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to themLenders and Swap Termination Values on Designated Swap Contracts; 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any law firm or other counsel Lender) and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Borrowings Loans and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of CreditLoans, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to thempayment of Obligations consisting of liabilities under any Related Credit Arrangement with any Lender or any Affiliate of a Lender party to a Related Credit Arrangement and as to which the Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Credit Arrangement, such payments under this clause Fifth to be allocated on a pro rata basis according to such amounts owed as to which the Agent has received such notice; 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all reasonable Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eighth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders arising under the Loan Documents and amounts payable under Section 3.1, Section 3.2 and Section 3.3)Article III, ratably among the Lenders 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, Letter of Credit Borrowings Loans and other Obligations arising under the Credit Documents Loan Documents, and to Cash Collateralize any outstanding Letters of Credit, ratably among such parties the Lenders and, in the case of Letters of Credit, the L/C Issuer, in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts Obligations then owing in respect of any under Secured Swap Agreement, to the extent such Hedge Agreements and Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Cash Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of CreditAgreements, ratably among such parties the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than contingent obligations for which no claim has been made), to the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this SectionLaw. Notwithstanding the foregoing, Obligations arising under Secured Swap Obligations Cash Management Agreements and Secured Treasury Management Obligations Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Cash Management Bank or Qualifying Treasury Management Hedge Bank, as the case may be. Each Qualifying Swap Cash Management Bank or Qualifying Treasury Management Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Further notwithstanding the foregoing, in no event shall the Administrative Agent apply any payments in respect of the Obligations, or any proceeds of Collateral, to the payment of Swap Obligations if and to the extent that, with respect to the Loan Party making such payment, or owning such Collateral, such Swap Obligations constitute Excluded Swap Obligations.

Application of Funds. After the exercise of remedies (a) Except as provided for in Section 9.2 clause (or b) below, after the Loans any Advances have automatically become immediately due and payablepayable (or if proceeds have been received by the Administrative Agent pursuant to clause (b) below), any amounts received by the Administrative Agent on account of the Obligations shall be applied by each Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Agents and amounts payable under Section 3.1, Section 3.2 Sections 2.07 and Section 3.32.08) payable to the Administrative each 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders arising under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Margin Loan Documentation and amounts payable under Section 3.1, Section 3.2 Sections 2.07 and Section 3.3)2.08, ratably among the Lenders 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, Letter of Credit Borrowings Advances and other Obligations arising under the Credit Documents Margin Loan Documentation, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, Advances ratably among such parties the Lenders in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject Law; provided that, if any Lender referred to Section 2.3in clauses Second, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third or Fourth above shall be applied to satisfy drawings under is (whether at the time of such Letters payment or at the time of Credit as they occur. If the acceleration of the relevant Applicable Lender’s Advances), or has been at any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, time in the order set forth above. Excluded Swap Obligations with respect to three months immediately preceding any Guarantor such time, an “affiliate” (as defined in Rule 144 under the Securities Act) of any Issuer, then such Lender (i) shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if notify the Administrative Agent has thereof and (ii) notwithstanding anything to the contrary herein or in any other Margin Loan Documentation, will not received a Secured Party Designation Notice, together with such supporting documentation as be entitled to any payment of the Administrative Agent may request, proceeds from the applicable Qualifying Swap Bank or Qualifying Treasury Management Banksale by an Applicable Lender of Collateral Shares issued by such Issuer (other than, as for the case may beavoidance of doubt, proceeds from a sale by such Lender pursuant to Section 7.03(b) below). Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party Lender acknowledges to this Agreement and agrees with each other Lender and Agent that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each it will comply with its obligations under clause (i) of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoimmediately preceding proviso.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementby Section 8.03(d), and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to held by them; and Last, the balance, if any, after all of the Obligations (other than contingent reimbursement or indemnification obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in accordance with the provisions of Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, and (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to thempayment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); 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 LawsLaw. Subject to Section 2.32.03(d), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.ARTICLE IX ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementby Section 8.03(d), and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable 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 be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other 106 counsel to the respective Lenders and the L/C Issuer and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 7.01(e), ratably among the Lenders (and, in the case of such parties Swap Contracts, Hedge Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap AgreementContract between any Loan Party and any Lender, or any Hedge Bank, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Cash Management AgreementAgreement between any Loan Party and any Lender, or any Hedge Bank and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Hedge Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.16, be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap Agreement, to the extent such Secured Contract between any Loan Party and any Swap Agreement is permitted hereunder, Bank and (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and (d) the Administrative Agent for the account of the Issuing any Treasury Management Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to themthe Administrative Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the Lenders on such date; 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth aboveLaw. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during the continuance of a Trigger Event of Default, Administrative Agent may, and shall upon the direction of Required Revolving Lenders, apply any and all payments received by Administrative Agent in respect of any Obligation, and all proceeds received by Administrative Agent as a result of the exercise of its remedies provided for in Section 9.2 (or under the Collateral Documents after the Loans have automatically become immediately due occurrence and payable)during the continuation of a Trigger Event of Default, in accordance with clauses first through ninth below; and (ii) all payments made by Loan Parties to Administrative Agent after any amounts received on account or all of the Obligations under the Loan Documents have been accelerated (so long as such acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied by each Agent in the following orderas follows: Firstfirst, to payment of that portion of the Obligations constituting fees, indemnitiescosts, expenses and other amounts (other than principalindemnities, interest and Letter including Attorney Costs, of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm the Agents payable or other counsel and amounts payable reimbursable by the Loan Parties under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as suchLoan Documents; Secondsecond, to payment of that portion Attorney Costs of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Revolving Lenders in proportion to respect of the respective amounts described in Revolving Commitments payable or reimbursable by the Borrower under this clause Second payable to themAgreement; Thirdthird, to payment of that portion of the Obligations constituting all accrued and unpaid Letter of Credit Fees and interest on the LoansRevolving Loans and Swing Line Loans and fees owed to Revolver Agent, Letter Swing Line Lender, Revolving Lenders and Issuing Banks (whether or not accruing after the filing of Credit Borrowings and other Obligations any case under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations Bankruptcy Code with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank whether or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shallclaim for such post-filing or post-petition interest, by fees, and charges is allowed or allowable in any such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.proceeding);

Application of Funds. After the exercise of remedies provided for in accordance with the provisions of Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, and (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to thempayment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder); 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 LawsLaw. Subject to Section 2.32.03(d), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter 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 Credit Borrowings and other Obligations under the Credit Documents a Lender ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, a Lender and (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Lender, and (d) the Administrative Agent for the account or any Affiliate of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credita Lender, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including without limitation all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including without limitation all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing BankBanks, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor Credit Party shall not be paid with amounts received from such Guarantor Credit Party or such GuarantorCredit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, other than in the case of Secured Swap Obligations or Secured Treasury Management Obligations owing to the Administrative Agent or any of its Affiliates, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After In the event that, following the occurrence or during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations such monies shall be applied by each Agent in the following orderdistributed for application as follows: First, to the payment of, or (as the case may be) the reimbursement of, the Administrative Agent for or in respect of that portion all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the Obligations constituting feesrights, indemnitiesremedies, expenses powers and privileges of the Administrative Agent under this Agreement or any of the other amounts (other than principal, interest and Letter Loan Documents or in respect of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law firm shall have, or may have, priority over the rights of the Administrative Agent to such monies; Second, to all other counsel and amounts payable under Section 3.1Obligations in such order or preference as the Required Lenders may determine; provided, Section 3.2 and Section 3.3however, that (i) distributions shall be made (A) pari passu among Obligations with respect to any fees payable to the Administrative Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Collateral AgentLenders, in each case in its capacity such as such; Secondinterest, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest fees and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket feesexpenses, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementpro rata, and (dii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the account Lenders and the Administrative Agent of all of the Issuing BankObligations, to Cash Collateralize that portion the payment of any obligations required to be paid pursuant to §9-608(a)(1)(C) or 9-615(a)(3) of the Letter of Credit Obligations comprised Uniform Commercial Code of the aggregate undrawn amount State of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to themNew York; and LastFourth, the balanceexcess, if any, after all of the Obligations have been indefeasibly paid in full, shall be returned to the Borrower Borrowers or to such other Persons as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. are entitled thereto; Notwithstanding the foregoing, Secured Swap any payment of the Obligations and Secured Treasury Management Obligations hereunder shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticeapportioned, together with such supporting documentation as the Administrative Agent may requestwithin each category above, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bankfirst, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shallObligations in respect of Tranche A Loans and, by such noticesecond, be deemed to have acknowledged and accepted the appointment Obligations in respect of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoTranche B Loans.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative each 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any interest accrued thereon, due under any Secured Swap Agreement, to the extent such Secured Swap Hedge Agreement is permitted hereunder, and (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and an Agent, and (d) an Arranger, a Joint Bookrunner or a Lender, in each case at the Administrative Agent for the account time such applicable Treasury Management Agreement is entered into, or an Affiliate of any of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditforegoing, ratably among such parties the Lenders, the L/C Issuer, the Hedge Banks and any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth payable to or held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the any Swap Contract between any Credit Documents Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereundera Lender, (c) payments of amounts due under any Secured Treasury Management Agreementtreasury management agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 Sections 2.13 and Section 3.32.14) payable to the Administrative Agent and the Collateral Agent, in each case 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, interest and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender (including any Letter of Credit Documents including all Fronting Fees, Issuing Lender Fees and the reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3.1Sections 2.13 and 2.14), Section 3.2 and Section 3.3)any Qualified Counterparties, in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, Letter and to payment of Credit Borrowings premiums and other Obligations fees (including any interest thereon) under the Credit Documents any Specified Swap Agreements, in each case, ratably among such parties the Lenders, the Issuing Lender, and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and Letter of Credit Borrowingssettlement amounts, (b) payment of breakage, amounts and other termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due payment obligations under any Secured Treasury Management AgreementSpecified Swap Agreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, the Issuing Lender, and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Sixth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; Seventh, for the account of any applicable Qualified Counterparty, to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been Cash Collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.17(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 LoansTerm Loans and fees, Letter premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of Credit Borrowings and other Obligations under a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 7.02(f), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Term Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditby Section 7.02(f), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 LoansTerm Loans and fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and a Hedge Bank, to the Credit Documents extent such Swap Contract is permitted by Section 7.01(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Hedge Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Term Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect the unpaid principal value of any Secured termination payment relating to a Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under Contract between any Secured Treasury Management Agreement, Loan Party and (d) the Administrative Agent for the account of the Issuing a Hedge Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject If and to Section 2.3the extent the Administrative Agent has received notice or other evidence that any amount claimed as an Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above received from any Guarantor or its assets shall not be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate and adjustments shall be made with respect to payments amounts received from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation their assets as the Administrative Agent may requestdetermine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may beObligations were not Excluded Swap Obligations. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged Loan Party acknowledges and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant consents to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.foregoing. 107

Application of Funds. After (a) Anything in this Indenture to the contrary notwithstanding, but subject to Section 8.04, Section 9.02 and Section 9.05 and only in instances of an Event of Default, if at any time the money in the funds and accounts established hereunder is not sufficient to pay the interest on and the principal and redemption price of the Bonds as the same become due and payable (either by their terms, by redemption or by acceleration), such money (excluding any proceeds of the Bonds which shall only be used for the purposes provided in the SECOND and THIRD clauses below), together with any money then available or thereafter becoming available for such purposes, whether through the exercise of the remedies provided for in Section 9.2 (this ARTICLE VIII or after the Loans have automatically become immediately due and payable)otherwise, any amounts received on account of the Obligations shall be applied by each Agent in the following orderas follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementFIRST, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments payment of amounts due under any Secured Treasury Management Agreement, costs and (d) the Administrative Agent for the account expenses of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balancesuit or settlement, if any, after all and the reasonable compensation of the Obligations Trustee and the Issuer (including the Trustee Fee and the Issuer Fee) its agents, attorneys, experts and advisors actually incurred, and of all proper expenses, liabilities and advances incurred or made hereunder by the Trustee or the Issuer and of all taxes, assessments or liens superior to the lien of the Mortgage, except any taxes, assessments or other superior liens subject to which sale of the Project may have been indefeasibly made; SECOND, to the payment to the persons entitled thereto of all installments of interest then due first on the Senior Bonds until paid in full and then on the Subordinate Bonds until paid in full, in the direct order of the maturity of the installments of such interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3payment ratably, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied according to the other Obligationsamounts due on such installment, to the persons entitled thereto, without any discrimination or privilege, except that payments will be made first on the Senior Bonds and then on the Subordinate Bonds; THIRD, to the payment to the persons entitled thereto of the unpaid principal and premium, if any, first on any of the Senior Bonds until paid in full and then on the Subordinate Bonds until paid in full, which shall have become due (other than Bonds which have matured or otherwise become payable prior to such Event of Default and money for the payment of which are held in the order set forth Bond Fund or otherwise held by the Trustee) and, if the amount available shall not be sufficient to pay in full the amount of principal and premium, if any, due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or privilege, except that payments will be made first on the Senior Bonds and then on the Subordinate Bonds; FOURTH, to the payment of Administrative Expenses (other than those provided for by FIRST above. Excluded Swap Obligations ); FIFTH, with respect to any Guarantor shall not be paid with amounts received from excess foreclosure proceeds, to any subordinate lienholders, if any, as their interests may appear, and the balance of such Guarantor or such Guarantor’s assetsforeclosure proceeds, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticeany, together with such supporting documentation as any amounts remaining in the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent Replacement Reserve Fund and the Collateral Agent pursuant Escrow Fund, to the terms of Section 10 for itself Borrower; and its Affiliates as if a “Lender” party heretoSIXTH, the remainder shall be paid to the Borrower.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.1 (or immediately after the Loans have automatically become immediately due and payablean Event of Default specified in either clause (h) or (i) of Section 8.1), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreementfirst, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, fees and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each reimbursable expenses of the Administrative Agent and the Collateral Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (b) second, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (c) third, to the fees due and payable under Sections 2.14(b) and (c) of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (d) fourth, to the aggregate outstanding principal amount of the Loans, the LC Exposure, the Bank Product Obligations and the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC Exposure, Bank Product Obligations and Hedging Obligations; (e) fifth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent pursuant to this Agreement is equal to 102% of the terms LC Exposure after giving effect to the foregoing clause fifth; and (f) to the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto. All amounts allocated to the Lenders pursuant to the foregoing clauses second through fourth as a result of Section 10 for itself amounts owed to the Lenders under the Loan Documents shall be allocated among, and its Affiliates as if a “Lender” party hereto.distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, that all amounts

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all reasonable Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable, documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; and LastFifth, the balance, if any, after all to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been indefeasibly paid in fullconverted into Revolving Loans, to the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3and settlement amounts, payment amounts used to and other termination payment obligations under any Specified Swap Agreements and Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if anyManagement Agreements, in each case, ratably among the order set forth above. Excluded Swap Obligations with respect to Lenders, any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.applicable

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any 101 law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, principal and interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuers (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel to the respective Lenders and the respective L/C Issuers and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders, the Swingline Lender and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, and (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bankapplicable L/C Issuers, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.32.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor Credit Party shall not be paid with amounts received from such Guarantor Credit Party or such GuarantorCredit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any of any Secured its Subsidiaries and Swap AgreementBank, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party or any of its Subsidiaries and (d) the Administrative Agent for the account of the Issuing any Treasury Management Bank, 104 and to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts or Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor Loan Party shall not be paid with amounts received from such Guarantor Loan Party or such Guarantor’s its assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto9.03.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 3) 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 3), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Secured Swap Contract, ratably among the Lenders (and, in the case of such parties Swap Contracts, the Persons party thereto) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any interest accrued thereon, due under any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunderContract, (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, the persons party thereto) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.18, be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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 indemnities, expenses and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter 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 Credit Borrowings and other Obligations under the Credit Documents a Lender, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured Swap Agreementinterest accrued thereon, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Swap Contract between the Borrower and any Lender, or any Affiliate of a Lender and amounts owing under Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of CreditAgreements, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the Treasury Management Lenders in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest interest, Facility Fees, Commitment Fees and Letter of Credit Fees) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees and Facility Fees, Letter of Credit Fees and interest on the Loans, Letter of Credit L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders, the Swingline Lender and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any of any Secured its Subsidiaries and Swap AgreementBank, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party or any of its Subsidiaries and any Treasury Management Bank, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts or Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor Loan Party shall not be paid with amounts received from such Guarantor Loan Party or such Guarantor’s its assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto9.03.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 LoansTerm Loans and fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and a Hedge Bank, to the Credit Documents extent such Swap Contract is permitted by Section 7.01(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Hedge Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Term Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect the unpaid principal value of any Secured termination payment relating to a Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under Contract between any Secured Treasury Management Agreement, Loan Party and (d) the Administrative Agent for the account of the Issuing a Hedge Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject If and to Section 2.3the extent the Administrative Agent has received notice or other evidence that any amount claimed as an Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above received from any Guarantor or its assets shall not be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate and adjustments shall be made with respect to payments amounts received from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation their assets as the Administrative Agent may requestdetermine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may beObligations were not Excluded Swap Obligations. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged Loan Party acknowledges and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant consents to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.foregoing. Article IX ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 9.2 12.2 (or of after the Loans have automatically become immediately due and payable), ) any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and attorneys fees amounts payable under Section 3.1, Section 3.2 and Section 3.3Article V) 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and attorneys fees amounts payable under Section 3.1, Section 3.2 and Section 3.3Article V), ratably among the Lenders 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, Letter Loans or with respect to Letters of Credit Borrowings and other Obligations under the Credit Documents or with respect to Related Hedge Agreements, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter or with respect to Letters of Credit Borrowingsor termination payments with respect to Related Hedge Agreements, (b) payment of breakage, termination or other ratably among the Lenders in proportion to the respective amounts owing described in respect of any Secured Swap Agreementthis clause Fourth held by them; Fifth, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of cash collateralize the Letter Letters of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts as described in this clause Fourth payable to themabove; 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 LawsLaw. Subject to Section 2.3Article IV, amounts used to Cash Collateralize cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payable, the outstanding B/As have automatically been required to be cash collateralized and the L/C Obligations have automatically been required to be Cash Collateralized, in each case as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and interest, Commitment Fees, Letter of Credit Fees and B/A Fees) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees, Letter of Credit Fees, B/A Fees and interest on the Loans, Letter of Credit B/A Drawings, L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders, the Swingline Lender and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, the aggregate face amount of any outstanding B/As and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between any Credit Party andParent or any of its Subsidiaries (other than an Unrestricted Subsidiary) and the Administrative Agent, any Lender, or any Affiliate of the Administrative Agent or a Lender or any Person that was the Administrative Agent, a Lender or Affiliate of the Administrative Agent or a Lender at the time it entered into such Swap Contract, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement between any Credit Party andParent or any of its Subsidiaries (other than an Unrestricted Subsidiary) and the Administrative Agent, any Lender, or any Affiliate of the Administrative Agent or a Lender or any Person that was the Administrative Agent, a Lender or Affiliate of the Administrative Agent or a Lender at the time it entered into such Treasury Management Agreement, to the extent such Treasury Management Agreement is permitted hereunder and (d) the Administrative Agent for the account of the Issuing BankL/C Issuers, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Parent Borrower or as otherwise required by Applicable LawsLaw. Section Page provided that no amount received from any Foreign Credit Party or on account of any Collateral that is solely Collateral for the Foreign Obligations shall be applied pursuant to second, third or fourth clause of this paragraph to the extent such amounts do not constitute Foreign Obligations. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to Notwithstanding the foregoing, amounts received from the Borrowers or any Guarantor that is not a Qualified ECP Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant applied to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoObligations that are Excluded Swap Obligations.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest interest, Facility Fees, Commitment Fees and Letter of Credit Fees) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees and Facility Fees, Letter of Credit Fees and interest on the Loans, Letter of Credit L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders, the Swingline Lender and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementContract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. 118 Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 (x) accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations (y) accrued and unpaid interest due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting (x) accrued and unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunderpayments, (cy) payments due under any Swap Contract between any Loan Party and Swap Bank (except set forth in clause Third above), and (z) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and (d) the Administrative Agent for the account of the Issuing any Treasury Management Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts or Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap Agreement, to the extent such Secured Contract between any Loan Party and any Swap Agreement is permitted hereunder, Bank and (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and (d) the Administrative Agent for the account of the Issuing any Treasury Management Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth aboveLaw. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.ARTICLE X.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.15 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.15), any amounts received on account of the Obligations shall shall, subject to Section 2.17(d), be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and interest, Letter of Credit Fees and Commitment Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3)Article III, ratably among the Lenders 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, Commitment Fees and interest on the Loans, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap Agreement, to the extent such Secured Contract between any Loan Party or any Subsidiary and any Swap Agreement is permitted hereunderBank, (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party or any Subsidiary and any Treasury Management Bank and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 115 CHAR1\1550647v12 Notwithstanding the foregoing, Secured Swap Obligations and Secured arising under Treasury Management Obligations Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Treasury Management Bank or Qualifying Treasury Management Swap Bank, as the case may be. Each Qualifying Swap Treasury Management Bank or Qualifying Treasury Management Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative Agent and or the Collateral Agent, Agent in each case in its capacity their capacities as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementby Section 8.03(d), and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any 119 applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eighth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21) payable to the Administrative Agent and the Collateral Agent, in each case 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, interest and Letter of Credit Fees) payable to the Lenders under Lenders, the Credit Documents Issuing Lender (including all any Issuing Lender Fees and the reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), any Qualified Counterparties, and SVB and any of its applicable Affiliates (as provider(s) of Bank Services), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of any Bank Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, Letter and to payment of Credit Borrowings premiums and other Obligations fees (including any interest thereon) under the Credit Documents any Specified Swap Agreements and any Bank Services Agreements, in each case, ratably among such parties the Lenders, the Issuing Lender, SVB and any of its applicable Affiliates (as provider(s) of Bank Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and Letter of Credit Borrowingssettlement amounts, (b) payment of breakage, amounts and other termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due payment obligations under any Secured Treasury Management AgreementSpecified Swap Agreements and Bank Services Agreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, the Issuing Lender, SVB and any of its applicable Affiliates (as provider(s) of Bank Services, and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Sixth, if so elected by SVB, any Lender or any of their respective Affiliates, as applicable, as a provider of Bank Services, to the Administrative Agent for the account of SVB, any Lender or any of their respective Affiliates, as applicable, as a provider of Bank Services, to Cash Collateralize then-outstanding Obligations arising in connection with Bank Services; Seventh, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; Eighth, for the account of any applicable Qualified Counterparty, to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements, in each case, ratably among them in proportion to the respective amounts described in this clause Eighth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been Cash Collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.13, Section 3.2 2.14 and Section 3.32.15) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as suchsuch or payable to SVB as provider of Bank Services (including interest thereon), in each case, ratably between them in proportion to the respective amounts described in this clause First payable to them; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender (including any Letter of Credit Documents including all Fronting Fees, Issuing Lender Fees and the reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3.1Sections 2.13, Section 3.2 2.14 and Section 3.32.15), and to any Qualified Counterparties, and SVB and any of its applicable sf-3193689 Affiliates (as provider(s) of Bank Services), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest in respect of Bank Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, Letter and to payment of Credit Borrowings premiums and other Obligations fees (including any interest thereon) under the Credit Documents any Specified Swap Agreements and any Bank Services Agreements, in each case, ratably among such parties the Lenders, the Issuing Lender, SVB and any of its applicable Affiliates (as provider(s) of Bank Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and Letter of Credit Borrowingssettlement amounts, (b) payment of breakage, amounts and other termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due payment obligations under any Secured Treasury Management AgreementSpecified Swap Agreements and Bank Services Agreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, the Issuing Lender,, SVB and any of its applicable Affiliates (as provider(s) of Bank Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Sixth, if so elected by SVB, to the Administrative Agent for the account of SVB or any of its applicable Affiliates (as provider(s) of Bank Services), to Cash Collateralize then outstanding Obligations arising in connection with Bank Services; Seventh, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date (including any such other Obligations arising in connection with any Bank Services), in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; Eighth, for the account of any applicable Qualified Counterparty, to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements, in each case, ratably among them in proportion to the respective amounts described in this clause Eighth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been Cash Collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.18(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if no amounts received by the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, or any Lender from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank any Guarantor that is not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, Qualified ECP Guarantor shall be deemed to have acknowledged and accepted the appointment applied in partial or complete satisfaction of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.any Excluded Swap Obligations. sf-3193689

Application of Funds. After the exercise of remedies provided for in Section 9.2 0 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 0), any amounts received on account of the Obligations shall be applied by each Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit L/C Fees) payable to Lenders and the Lenders under the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any law firm Lender or other counsel the L/C Issuer) and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 (i) accrued and unpaid Letter of Credit L/C Fees and interest on the Loans, Letter of Credit L/C Borrowings and other Obligations and (ii) fees, premiums and scheduled periodic payments due under any Swap Contract between the Credit Documents Borrower and any Lender or any Affiliate of any Lender permitted by Section 0 and any interest accrued thereon, ratably among such parties the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting (i) unpaid principal of the Loans and Letter of Credit Borrowings, L/C Borrowings and (bii) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementSwap Contract between the Borrower and any Lender or any Affiliate of any Lender permitted by Section 0 and any interest accrued thereon, ratably among the Lenders and (d) the Administrative L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Agent for the account of the Issuing BankL/C Issuer, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.30, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; 104 Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eight, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eight and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and 105 Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eighth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the Dollar Equivalent of the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall 109 be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After (a) Subject to clauses (b) and (c) below, on each Settlement Date, (i) amounts on deposit in or paid into the exercise Rent Accounts, and the Concentration Accounts (to the extent such amounts are Monthly Rent or overdue interest on Monthly Rent paid by a Lessee) and, to the extent requested by the Borrower, the Rent Reserve Account, the Deposit Accounts (to the extent permitted under the Lease that relates to each applicable Deposit) and the Additional Collateral Accounts (to the extent such amounts are not proceeds of remedies an Event of Loss) and (ii) amounts which the Agent elects to apply pursuant to clause (f) of Section 7.04 hereof shall be applied in the following order of priority: first, ratably to the Agent, any Lender, and any other Protected Party, an amount equal to all costs, fees, expenses, indemnities and reimbursements (other than principal and interest, including Aggregated Additional Interest and Aggregated Default Interest) then due and owing to each such Person under the Loan Documents, for payment thereof, including Section 2.03, Article IV and Section 11.05 hereof, Section 6.01 of the Depository Agreement and Section 5.5 of the Security Agreement, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in clauses second, third, fourth, eighth, ninth or tenth of this clause (a); second, if (i) any amount (a “Reimbursement Amount”) paid by a Lessee into the Concentration Accounts since the last Settlement Date was specifically paid to reimburse any expense paid by either Servicer under the Servicing Agreement (but not to include payments by the Servicers in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (ii) the Lessee has fully cured all payment defaults under the applicable Lease and (iii) the Servicers have provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause second, to the Servicers to reimburse the Servicers for such payment in an amount not to exceed such Reimbursement Amount; third, to the Aircraft Expenses Account an amount sufficient to pay Aircraft Expenses anticipated to be incurred in the one (1) month period immediately following such Settlement Date plus an amount the Borrower and the Servicers certify to the Agent in writing (or the Agent otherwise determines) is reasonably necessary in order to create a reserve for Aircraft Expenses anticipated beyond such one (1) month period for which creating such a reserve would be prudent (taking into account the then current balance in the Aircraft Expenses Account, each such amount to be certified by the Borrower and the Servicers in a Disbursement Certificate (or otherwise determined by the Agent)); fourth, to the Servicers and their designees, in aggregate, an amount equal to all Servicers’ Fees plus any interest thereon accrued on such and any previous Settlement Date which remain unpaid; fifth, ratably (i) to the Tranche A Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Additional Interest and Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Tranche A Loans as of the then most recently ended Interest Period, for payment thereof and (ii) to the payment of Derivatives Obligations, if any, then due and payable; sixth, ratably to the Tranche B Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Additional Interest and Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Tranche B Loans as of the then most recently ended Interest Period, for payment thereof; seventh, subject to Section 9.2 3.04(d), to the Borrower (x) for payment to the Parent of amounts owing under the Management Agreement and, thereafter (y) for distribution to the Parent, an amount (the aggregate of (x) and (y)) equal to all accrued and undistributed Free Cash Return as of the then most recently ended Interest Period, for payment thereof; eighth, any amount remaining, to the Servicers, in an amount not to exceed all unreimbursed Servicer Advances advanced during previous Measuring Periods and any interest owing thereon, for reimbursement thereof; ninth, ratably to each Lender, an amount equal to all accrued Unutilized Fees then due and owing to such Lender on the Class A Loans and the Class B Loans under Section 3.05, for payment thereof; tenth, for deposit to the Cash Collateral Account, in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date; eleventh, beginning on the first Settlement Date to occur on or after the Loans have automatically become immediately earlier of (A) the Facility Utilization Trigger Date and (B) the end of the Availability Period, ratably to the Tranche A Lenders in an amount not to exceed the outstanding principal amount of the Tranche A Loans, for payment thereof; twelfth, beginning on the first Settlement Date to occur on or after the earlier of (A) the Facility Utilization Trigger Date and (B) the end of the Availability Period, ratably to the Tranche B Lenders in an amount not to exceed the outstanding principal amount of the Tranche B Loans, for payment thereof; thirteenth, ratably to the Tranche A Lenders in an amount not to exceed all Aggregated Additional Interest and Aggregated Default Interest (in such order) due and payable)owing to each Tranche A Lender, any amounts received for payment of such Aggregated Additional Interest and Aggregated Default Interest; fourteenth, ratably to the Tranche B Lenders in an amount not to exceed all Aggregated Additional Interest and Aggregated Default Interest (in such order) due and owing to each Tranche B Lender, for payment of such Aggregated Additional Interest and Aggregated Default Interest; fifteenth, beginning on account the first Settlement Date to occur on or after the earlier of (A) the Facility Utilization Trigger Date and (B) the end of the Availability Period, to the Borrower (x) for payment to the Parent of amounts owing under the Management Agreement and, thereafter (y) for distribution to the Parent, an amount (the aggregate of (x) and (y)) not to exceed the Subscription Balance, for the reduction thereof; sixteenth, ratably to each Person described in this clause sixteenth in an amount not to exceed all other Obligations shall be applied by then due and owing to each Agent such Person for payment thereof in the following order: Firstthe Agent, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent and the Collateral Agent, in the Depositary, the Tranche A Lenders and any related Protected Party, the Tranche B Lenders and any related Protected Party and to 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to themProtected Party; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bankseventeenth, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated directed by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoBorrower.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.01(f), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.01(f), (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullFully Satisfied, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured arising under Treasury Management Obligations Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank Lender or Qualifying Treasury Management BankAffiliate of a Lender, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank Affiliate of a Lender that is not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.01 (or after the Loans have automatically become immediately due and payableas set forth in the proviso to Section 8.01), any amounts received on account of the Finance Obligations shall shall, subject to the provisions of Section 2.13, be applied by each the Administrative Agent in the following order: FirstFIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements 129 of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; SecondSECOND, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders or any Hedge Bank (including amounts payable under the Credit Documents including all reasonable out-of-pocket Article III and fees, expenses charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any law firm Lender)) arising under the Loan Documents or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3)any Secured Hedge Agreement, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; ThirdTHIRD, to payment of that portion of the Finance Obligations constituting unpaid principal of the Loans, accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings Loans and other Term Credit Obligations and amounts then owing under the Credit Documents Secured Hedge Agreements, ratably among such parties the Lenders and the Hedge Banks in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and LastLAST, the balance, if any, after all of the Finance Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this SectionLaw. Notwithstanding the foregoing, Finance Obligations arising under Secured Swap Obligations and Secured Treasury Management Obligations Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Hedge Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all reasonable Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; NY-2355188 Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eighth and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter 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 Credit Borrowings and other Obligations under a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementby Section 8.03(d), and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After After, or in connection with, the exercise of remedies provided for in Section 9.2 (or if an Event of Default exists and the written notice thereof, if any, to Borrower from Administrative Agent expressly provides that this Section 9.3 shall thereafter apply to any amounts received on account of the Obligations or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3to Administrative Agent) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; CREDIT AGREEMENT – Page 84 0000-0000-0000.5 Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel and amounts payable to the respective Lenders) arising under Section 3.1, Section 3.2 and Section 3.3)the Loan Documents, ratably among the Lenders 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, Letter of Credit Borrowings Loans and other Obligations arising under the Credit Documents Loan Documents, ratably among such parties Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditconstituting unpaid Bank Product Obligations, ratably among such parties Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to payment of that remaining portion of the Obligations, ratably among the Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Sixth 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 LawsLaw. Subject Notwithstanding anything to Section 2.3the contrary herein or in any other Loan Document, amounts used to Cash Collateralize the aggregate undrawn no amount of Letters of Credit pursuant to clause Fourth above received from any Loan Party shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from Obligation of such Guarantor or such Guarantor’s assetsLoan Party, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoingFurther notwithstanding, Secured Swap Obligations and Secured Treasury Management Bank Product Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, request from the applicable Qualifying Swap Bank Product Provider, provided that no such notice shall be required for any Bank Product Agreement for which Administrative Agent or Qualifying Treasury Management Bank, as any Affiliate of Administrative Agent is the case may beapplicable Bank Product Provider. Each Qualifying Swap Bank or Qualifying Treasury Management Bank Product Provider that is not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts collected or received by the Administrative Agent or any Lender on account of the Obligations shall be applied by each the Administrative Agent in the following order: FirstFIRST, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees, expenses and disbursements ) of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent in connection with enforcing the rights of the Lenders under this Agreement or otherwise with respect to the Obligations and any protective advances made by the Collateral Agent, in each case in its capacity as suchAdministrative Agent under or pursuant to the terms of this Agreement; SecondSECOND, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable any fees owed to the Lenders under Administrative Agent; THIRD, to the Credit Documents including payment of all reasonable out-of-pocket feescosts and expenses (including without limitation, reasonable attorneys' and consultants' fees and other expenses and disbursements accruing after the filing of any law firm petition in bankruptcy or other counsel and amounts payable under Section 3.1the commencement of any insolvency, Section 3.2 and Section 3.3), ratably among the Lenders in proportion reorganization or like process relating to the respective amounts described Borrower or any Subsidiary Guarantor, whether or not a claim for such expenses is allowed in this clause Second payable to them; Third, to payment such proceeding) of that portion each of the holders of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to connection with enforcing its rights (a) under this Agreement or (b) otherwise with respect to the Obligations owing to such Person; FOURTH, to the payment of that portion all of the Obligations constituting unpaid principal consisting of accrued fees and interest (including with respect to any Swap Contract, any fees, premiums and scheduled periodic payments due under such Swap Contract and any interest accrued thereon); FIFTH, to the payment of the Loans and Letter outstanding principal amount of Credit Borrowingsthe Obligations (including with respect to any Swap Contracts, (b) payment of any breakage, termination or other amounts owing in respect of payments due under such Swap Contracts and any Secured Swap Agreementinterest accrued thereon); SIXTH, to all other Obligations and other obligations that shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account payment of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balancesurplus, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Laws. Subject whoever may be lawfully entitled to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under receive such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretosurplus.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21 (including interest thereon)) 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, interest interest, and Letter of Credit Fees) payable to the Lenders under Lenders, the Issuing Lender ((including any Letter of Credit Documents including all Fronting Fees and Issuing Lender Fees), and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the reasonable and documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the Issuing Lender, and amounts payable under Section 3.1Sections 2.19, Section 3.2 2.20 and Section 3.32.21), in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender’s Swingline Participation Amount, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender; Fourth, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementCash Management Services and on the Loans and L/C Disbursements which have not yet been converted into Revolving Loans, and to the extent such Secured Swap Agreement is permitted hereunder, payment of premiums and other fees (cincluding any interest thereon) payments of amounts due under any Secured Treasury Specified Swap Agreements and any Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Disbursements which have not yet been converted into Revolving Loans, and settlement amounts, payment amounts and other termination payment obligations under any Specified Swap Agreements and Cash Management Agreements, in each case, ratably among the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth and payable to them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10; Seventh, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to any settlement amounts, payment amounts and other termination payment 113 obligations under any Specified Swap Agreements and Cash Management Agreements not paid pursuant to clause Fifth and to Cash Collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Eight and payable to them; Last, the balance, if any, after all the Discharge of the Obligations have been indefeasibly paid in fullObligations, to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After All moneys received by the exercise Trustee pursuant to any right given or action taken under the provisions of remedies provided for this Article VIII shall be apportioned by the Trustee, after payment of all amounts due and payable under Section 9.03 hereof, in accordance with the priority provisions set forth in Section 9.2 (or after the Loans have automatically become immediately due and payable), any amounts received on account 8(F) of the Obligations applicable Participant’s Resolution. Each such apportioned payment shall be deposited into the segregated Payment Accounts attributable to the corresponding Series of District Notes of the defaulting Participant in the Authority Note Payment Fund and shall be applied by each Agent the Trustee in the following orderorder upon presentation of the several affected Series of Authority Notes, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, Costs and Expenses: to the payment of that portion the costs and expenses of the Obligations constituting feesTrustee and of the Owners in declaring such Event of Default, indemnitiesincluding reasonable compensation to its or their agents, expenses attorneys and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as suchcounsel; Second, Interest: to the payment to the persons entitled thereto of that portion all payments of interest on the applicable Series of Authority Notes then due in the order of the Obligations constituting feesdue date of such payments, indemnities and other amounts (other than principaland, interest and Letter of Credit Fees) payable if the amount available shall not be sufficient to pay in full any payment or payments coming due on the same date, then to the Lenders under the Credit Documents including all reasonable out-of-pocket feespayment thereof ratably, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion according to the respective amounts described in this clause Second payable due thereon, to themthe persons entitled thereto, without any discrimination or preference; Third, Principal: to the payment of that portion to the persons entitled thereto of the Obligations constituting accrued and unpaid Letter principal of Credit Fees the applicable Series of Authority Notes which shall have become due, in the order of their due dates, with interest on the overdue principal and interest on the Loans, Letter applicable Series of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion Authority Notes at a rate equal to the respective applicable Default Rate and, if the amount available shall not be sufficient to pay in full all the amounts described in this clause Third payable due with respect to themthe applicable Series of Authority Notes on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference; and Fourth, Predefault Obligations and Reimbursement Obligations: to (a) the payment of all Predefault Obligations and Reimbursement Obligations not paid applicable to such Participant which the Credit Provider(s) and/or Supplemental Credit Enhancer(s) will apply in accordance with the corresponding Credit Agreement(s) and/or Supplemental Credit Enhancement Agreement(s); provided, however, that portion all amounts in the Credit Account of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, Fund attributable to the extent each such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above Series shall be applied (without regard to satisfy drawings under such Letters Section 9.03 hereof) solely to payment of Credit as they occur. If the principal of and interest on the corresponding Series of Authority Notes; and provided, further, that the Trustee shall follow the instructions contained in an Opinion of Counsel provided by the Authority and rebate or set aside for rebate from the specified funds held hereunder any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, pursuant to such remaining amount shall instructions required to be applied paid to the other Obligations, if any, in United States of America under the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretoCode.

Application of Funds. After the exercise of remedies provided for in Subject to Section 9.2 (or after the Loans have automatically become immediately due 2.3(a)(ii) and payable), any Section 8.2 hereof all amounts received on account of by Lender from the Obligations Lockbox Account shall be applied by Lender on a weekly basis beginning on the last Business Day of each Agent week in the following order: order of priority (A) First, to the payment of that portion all expenses, fees, Protective Advances, costs and other charges allocated by Lender in respect of the Obligations constituting fees, indemnities, expenses and other amounts Receivables Loan; (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3B) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; Second, to towards the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees interest then due and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balancepayable, if any, after all at the Default Rate in respect of the Receivables Loan, (C) Third, towards the payment of all other accrued and unpaid interest, if any, then due and payable in respect of the Receivables Loan, (D) Fourth, to the payment of the principal amount of the Receivables Loan, (E) Fifth, to the payment of all expenses, fees, Protective Advances, costs and other charges allocated by Lender in respect of the Inventory Loan; (F) Sixth, towards the payment of accrued and unpaid interest then due and payable, if any, at the Default Rate in respect of the Inventory Loan, (G) Seventh, towards the payment of all other accrued and unpaid interest, if any, then due and payable in respect of the Inventory Loan, (H) Eighth, to the payment of the principal amount of the Inventory Loan, (I) Ninth, to the payment of all other Obligations in such order as determined by Lender in its sole discretion, and (J) Tenth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same, provided that if any Obligations shall not have been indefeasibly paid in full, any such surplus shall continue to be held as Collateral hereunder and shall continue to be subject to the Borrower or as otherwise required terms and conditions hereof until such Obligations shall have been paid in full and such surplus may be used by Applicable LawsLender to pay any such Obligations which from time to time become due and payable. Subject to Section 2.3, amounts used to Cash Collateralize If the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to funds received by Lender from the other Obligations, if any, in the order set forth above. Excluded Swap Obligations Lockbox Agent with respect to any Guarantor shall not be paid with week is insufficient to pay in full the amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above provided for in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by clauses (A) through (F) of the preceding sentence shallfor such week, by such noticewithout notice or demand, be deemed Borrower shall pay the difference to have acknowledged and accepted Lender within the appointment of each first seven (7) days of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party heretonext succeeding week.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Section 3.1, Section 3.2 and Section 3.3)Article III, ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and any Lender or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in accordance with the provisions of Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the LoansLoans and L/C Borrowings, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, L/C Borrowings and (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to provide Cash Collateralize Collateral for that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable held by them; Fifth, to them(a) payment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder) and (b) payment of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender; 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 LawsLaw. Subject to Section 2.32.03(d), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.ARTICLE IX ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payable), ) any amounts received on account of the Obligations shall be applied by each the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting reasonable fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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 reasonable fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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 fees, Letter of Credit Borrowings premiums and other Obligations scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap AgreementContract between any Loan Party and any Swap Bank, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management Agreementin each case, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth aboveLaw. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.1 (or immediately after the Loans have automatically become immediately due and payablean Event of Default specified in either Sections 8.1(g), 8.1(h) or 8.1(i)), any amounts received on account of the Obligations shall be applied by each the Administrative Agent in the following order: First(a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees, all amounts owed pursuant to Erroneous Payment Subrogation Rights, and other reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; (d) fourth, to payment of that portion of all accrued and unpaid interest on the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3) 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, interest and Letter of Credit Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3)DDT A-1 Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Second (d) payable to them, until the same shall have been paid in full; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties in proportion to the respective amounts described in this clause Third payable to them; and Fourth(e) fifth, to (ai) payment of that portion the aggregate outstanding principal amount of the Obligations constituting unpaid principal DDT A-1 Loans (allocated among the Lenders holding DDT A-1 Loans in respect of the Loans and Letter of Credit Borrowingstheir Pro Rata Shares), (bii) payment of breakage, termination or other amounts owing in respect of any Secured Swap AgreementHedging Obligations between the Borrower or any of its Subsidiaries and any Lender-Related Hedge Provider, to the extent such Secured Swap Agreement is Hedging Obligations are permitted hereunder, (ciii) payments of amounts due under in respect of any Secured Treasury Management AgreementBank Product Obligations between the Borrower or any of its Subsidiaries and any Bank Product Provider, allocated pro rata among any Lender, any Lender-Related Hedge Provider and (d) the Administrative Agent for the account of the Issuing Bankany Bank Product Provider, to Cash Collateralize that portion of the Letter of Credit Obligations comprised based on their respective Pro Rata Shares of the aggregate undrawn amount of Letters of Creditsuch Hedging Obligations and Bank Product Obligations, ratably among such parties in proportion to until the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations same shall have been indefeasibly paid in full; and (f) sixth, to the extent any proceeds remain, to the Borrower or as otherwise required by Applicable Lawsother parties lawfully entitled thereto. Subject to Section 2.3, All amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit allocated pursuant to clause Fourth above the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains allocated among, and distributed to, the Lenders pro rata based on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth abovetheir respective Pro Rata Shares. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.with

Application of Funds. After the exercise of remedies provided for any remedy in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payable)payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02, any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article IV) 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents Banks (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article IV), ratably among the Lenders 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, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Banks in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit BorrowingsLoans, (b) payment of breakage, termination or other ratably among the Banks in proportion to the respective amounts owing described in respect of any Secured Swap Agreementthis clause Fourth held by them; Fifth, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Sixth, to any remaining outstanding and unpaid Obligations, ratably among such parties the Banks in proportion to the respective amounts described in this clause Fourth payable to Sixth 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 Lawsapplicable law. Subject to Section 2.3, amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under the Credit Documents any Swap Contract between any Loan Party and any Swap Bank, ratably among the Lenders (and, in the case of such parties Swap Contracts, Swap Banks) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap AgreementContract between any Loan Party and Swap Bank, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management AgreementAgreement between any Loan Party and any Treasury Management Bank, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts or Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. 107 Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor Loan Party shall not be paid with amounts received from such Guarantor Loan Party or such Guarantor’s its assets, but appropriate adjustments shall be made with respect to payments from other Credit Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto9.03.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each the Administrative Agent in the following order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Collateral Agent in its capacity as such, including all amounts incurred in the execution of its duties as collateral agent and the exercise of rights and remedies in respect of the collateral; Second, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; SecondThird, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to Fourth held by them; and FourthFifth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Borrowings, (b) payment of L/C Borrowings and breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreementby Section 8.03(d), and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 Applicable LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Table of Contents Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Credit Documents Borrower or any Subsidiary and any Lender or any Affiliate of a Lender to the extent such Swap Contract is permitted by Section 8.03(e), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any Subsidiary and any Lender or any Affiliate of any Secured Swap Agreement, a Lender to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(e), (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 8.02 (or after the Loans have automatically become immediately due and payablepayable 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 be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, L/C Borrowings and Letter of Credit Borrowings, (b) payment of breakage, termination Swap Contracts between any Loan Party and any Lender or other amounts owing in respect Affiliate of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount amounts of Letters of Credit, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable)8.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by each 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, principal and interest and Letter of Credit Fees but including all reasonable outany Collateral-of-pocket Related Expenses, fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 Sections 2.19 and Section 3.32.20 (including interest thereon)) 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, interest and Letter of Credit Fees) payable to the Lenders under Lenders, any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the Credit Documents including all reasonable documented out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders, and amounts payable under Section 3.1Sections 2.19 and 2.20), Section 3.2 and Section 3.3)in each case, ratably among the Lenders them in proportion to the respective amounts described in this clause Second payable to them; Third, to the payment of that portion of the Obligations constituting accrued and unpaid Letter interest in respect of Credit Fees any Cash Management Services and interest on the Loans, Letter to payment of Credit Borrowings premiums and other Obligations fees (including any interest thereon) under the Credit Documents any Specified Swap Agreements and any Cash Management Agreements, in each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, and Letter of Credit Borrowingssettlement amounts, (b) payment of breakage, amounts and other termination or other amounts owing in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due payment obligations under any Secured Treasury Specified Swap Agreements and Cash Management AgreementAgreements, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditin each case, ratably among such parties the Lenders, any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and any applicable Qualified Counterparties, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth and payable to them; Fifth, for the account of any applicable Qualified Counterparty and any applicable Cash Management Bank, to cash collateralize Obligations arising under any then outstanding Specified Swap Agreements and Cash Management Services, in each case, ratably among them in proportion to the respective amounts described in this clause Fifth payable to them; Sixth, to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations described in this clause Sixth and payable to them; Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been cash collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Notwithstanding the foregoing, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. no Excluded Swap Obligations with respect to Obligation of any Guarantor shall not be paid with amounts received from such Guarantor or from any Collateral in which such Guarantor’s assetsGuarantor has granted to the Administrative Agent a Lien (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement; provided, but however, that each party to this Agreement hereby acknowledges and agrees that appropriate adjustments shall be made by the Administrative Agent (which adjustments shall be controlling in the absence of manifest error) with respect to payments received from other Credit Loan Parties to preserve the allocation of such payments to the satisfaction of the Obligations in the order otherwise set forth above contemplated in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto8.3.

Application of Funds. After Unless and until the exercise principal of remedies provided for in Section 9.2 (or after and the accrued and unpaid interest on the Loans and all other amounts whatsoever payable by the Borrower have automatically become immediately due and payable)payable pursuant to Section 8.02, any amounts or other distributions received on account of the Obligations shall Obligations, including any proceeds of Collateral, will (except to the extent otherwise expressly provided in this Agreement) be applied by each Agent in accordance with the Priority of Payments specified in Section 9.08, and thereafter all amounts, proceeds and other distributions of any kind received will be applied to the Obligations in the following order: order of priority (the “Enforcement Priority of Payments”): First, to payment of that portion of the Obligations constituting fees, indemnitiesexpenses, expenses indemnities and other amounts (other than principalprincipal and interest, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs payable under Section 11.04 and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable first, pro rata to the Administrative Agent Agent, the Custodian, the Document Custodian and the Collateral Agent, and second to the Blackstone Representative (in each case in its capacity as such); Second, to the payment of that portion to the Replacement Collateral Manager (if any) of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Senior Replacement Collateral Management Fees) payable to the Lenders under the Credit Documents including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3), ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued principal, interest and unpaid Letter of Credit Fees and interest any Make-Whole Amount on the Class A Loans and all other amounts on and in respect of all Class A Loans, Letter of Credit Borrowings and other Obligations under the Credit Documents ratably among such parties the applicable Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of principal, interest and any Make-Whole Amount on the Class B Loans and Letter of Credit Borrowings, (b) payment of breakage, termination or all other amounts owing on and in respect of any Secured Swap Agreement, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Creditall Class B Loans, ratably among such parties the applicable Lenders in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullFifth, to the payment of all other Obligations of the Borrower or as otherwise required by Applicable Laws. Subject to Section 2.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied that are due and payable to the other ObligationsSecured Parties on such date, if any, in ratably based upon the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.respective

Application of Funds. After the exercise acceleration of remedies the Obligations as provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable8.02(b), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest and interest, Letter of Credit FeesFees and fees, charges and disbursements of counsel to the respective Lenders) payable to the Lenders under and the Credit Documents L/C Issuer (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit L/C Borrowings and other Obligations under the Credit Documents Obligations, ratably among such parties the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) the payment of that portion of the Obligations constituting unpaid principal of the Loans Loans, L/C Borrowings and Letter of Credit Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Secured Swap Agreement, to Cash Collateralize to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account 105% of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount amounts of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to held by them; and Fifth, to the satisfaction of any other Obligations not included in the foregoing, which payment shall be made ratably based upon the amount of such Obligations; 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 Lawsorder of the Bankruptcy Court. The Loan Parties shall remain liable for any deficiency. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article IV) 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article IV), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations under any termination payments due in respect of a Swap Contract with any Lender or the Credit Documents Administrative Agent, ratably among such parties the Lenders in proportion to the respective amounts described in this clause Third payable to them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other ratably among the Lenders in proportion to the respective amounts owing described in respect of any Secured Swap Agreementthis clause Fourth held by them; Fifth, to the extent such Secured Swap Agreement is permitted hereunder, (c) payments of amounts due under any Secured Treasury Management Agreement, and (d) the Administrative Agent for the account of the Issuing BankL/C Issuer, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by each 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, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders under the Credit Documents (including all reasonable out-of-pocket fees, expenses and disbursements of any law firm or other counsel Attorney Costs and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III), ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations 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 Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender or any Affiliate of any Secured Swap Agreementa Lender, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and any Lender or any Affiliate of a Lender and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth payable to 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 LawsLaw. Subject to Section 2.32.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Secured Swap Obligations and Secured Treasury Management Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Bank or Qualifying Treasury Management Bank, as the case may be. Each Qualifying Swap Bank or Qualifying Treasury Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.2 9.02 (or after the Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to Sections 2.14 and 2.15, be applied by each Agent the Agents in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the Agents and amounts payable under Section 3.1, Section 3.2 and Section 3.3Article III) payable to the Administrative Agent and the Collateral Agent, Agents in each case in its their capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders under and the Credit Documents L/C Issuers (including all reasonable out-of-pocket fees, expenses charges and disbursements of any law firm or other counsel to the respective Lenders and the L/C Issuers) arising under the Loan Documents and amounts payable under Section 3.1, Section 3.2 and Section 3.3)Article III, ratably among the Lenders 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, Letter of Credit Loans and L/C Borrowings and other Obligations fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the Credit Documents extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such parties Swap Contracts, Affiliates of Lenders) and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to held by them; and Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and Letter of Credit L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of payments, and any Secured interest accrued thereon, due under any Swap AgreementContract between any Loan Party and any Swap Bank, to the extent such Secured Swap Agreement Contract is permitted hereunderby Section 8.03(d), (c) payments of amounts due under any Secured Treasury Management Agreement, Agreement between any Loan Party and any Treasury Management Bank and (d) the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the Letter of Credit L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such parties Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuers in proportion to the respective amounts described in this clause Fourth payable to held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts, or L/C Obligations to the extent Cash Collateralized), to the Borrower Borrowers or as otherwise required by Applicable LawsLaw. Subject to Section 2.3Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assetsCREDIT AGREEMENT PRA GROUP, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this SectionINC. CHAR1\1811758v6 Notwithstanding the foregoing, Secured Swap Obligations and Secured arising under Treasury Management Obligations Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Noticewritten notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualifying Swap Treasury Management Bank or Qualifying Treasury Management Swap Bank, as the case may be. Each Qualifying Swap Treasury Management Bank or Qualifying Treasury Management Swap Bank not a party to this the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of each of the Administrative Agent and the Collateral Agent pursuant to the terms of Section 10 Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Notwithstanding anything to the contrary in this Agreement, in no event shall the operation of this Article IX result in any asset or property of a Foreign Subsidiary or an Excluded Domestic Subsidiary satisfying, or otherwise being paid to any Recipient on account of, any Obligation of a Loan Party that is a U.S. Person.