Common use of Application of Liquidation Proceeds Clause in Contracts

Application of Liquidation Proceeds. Unless and until the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent): (a) first, to the payment of Taxes, registration, registered office and filing fees then due and owing by the Borrower; second, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainder, to the equity of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct the liquidation this Agreement, including without limitation any liquidation, sale or other realization upon any of the Collateral pursuant to this Article VICollateral, all proceeds received in respect shall, unless otherwise required by the terms of the Collateral will other Credit Documents or by applicable law, be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (ai) firstFIRST, to the payment of Taxes, registration, registered office and filing fees then due and owing all expenses (to the extent not paid by the Borrower; second, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all Company or any other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to Credit Party) incurred by the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (Lenders in connection with the exercise of such remedies, including, without limitation, indemnity payments)all reasonable costs and expenses of collection, attorneys' fees, court costs and any foreclosure expenses; (bii) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans; (iii) THIRD, to the payment PRO RATA of (A) the principal balance then owing on the outstanding Loans, and (B) the amounts then due under Designated Hedge Agreements to counterparty creditors of the Company and the Borrowers, SUBJECT to (1) an overall limitation of the amounts so distributable to the counterparty creditors under Designated Hedge Agreements which the Administrative Expenses Agent reasonably determines are properly allocable to Projects then being financed hereunder to 5% of the aggregate principal amount of the Loans for such Projects which was outstanding at the time of the commencement of the enforcement actions contemplated hereby, and (2) confirmation by the Administrative Agent of any calculations of termination or other than those payment amounts due under the Designated Hedge Agreements being made in accordance with normal industry practice; (iv) FOURTH, to the payment PRO RATA of all other amounts owed by the Company and the other Credit Parties to the Administrative Agent or any Lender under this Agreement and the other Credit Documents; (v) FIFTH, to the payment PRO RATA to any counterparty creditors of the Company and the Borrowers of any remaining amounts due under Designated Hedge Agreements; and (vi) FINALLY, any remaining surplus after all of the Obligations have been paid under clause (a) above)in full, to the Company or to whomsoever shall be lawfully entitled thereto. In applying such amounts to the principal amount of the Loans, accrued interest thereon and other Obligations, the Administrative Agent may require that amounts representing recoveries in respect of a particular Project be first applied, in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocablespecified above, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and Obligations in respect of all Swingline Loans; (g) such Project, before any remaining portion of such amounts are applied to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and Obligations in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainder, to the equity of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforother Projects.

Application of Liquidation Proceeds. Unless and until the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent): (a) first, to the payment of Taxes, registration, registered office and filing fees then due and owing by the Borrower; second, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator Administrator, the Custodian and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainder, to the equity of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VIAdministrative Agent, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at or any Lender from the direction exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the Majority Lenders acting through the Administrative Agent):other Credit Documents or by applicable law, be applied as follows: (ai) firstFIRST, to the payment of Taxesall expenses (to the extent not otherwise paid by the Borrower or any of the other Credit Parties) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, registrationincluding, registered office without limitation, all reasonable costs and filing expenses of collection, reasonable documented attorneys' fees, court costs and any foreclosure expenses; (ii) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans; (iii) THIRD, to the payment PRO RATA of any fees then accrued and payable to the Administrative Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (iv) FOURTH, to the payment PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due and owing under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Borrower; secondAdministrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (v) FIFTH, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.9, 2.10, 3.5 and all other Administrative Expenses owing 5.4 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts PRO RATA; (vi) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrower to the Administrative Agent for all due Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and unpaid Administrative Agent Fees to any counterparties under Designated Hedge Agreements of the Borrower and all other Administrative Expenses owing its Subsidiaries, and if such proceeds are insufficient to the Administrative Agent (includingpay such amounts in full, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))PRO RATA; and (kvii) FINALLY, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct this Agreement shall, unless otherwise required by the liquidation terms of the Collateral pursuant to this Article VIother Credit Documents or by applicable law, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (a1) first, to the payment of Taxes, registration, registered office and filing fees then due and owing all expenses (to the extent not paid by the Borrower; ) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys’ fees, court costs and any foreclosure expenses; (2) second, to the payment pro rata of interest then accrued on the outstanding Loans; (3) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender under this Agreement; (4) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due under Hedge Agreements with any Lender as a counterparty (subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice), and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Collateral Agent as security for the reimbursement obligations in respect thereof); (5) fifth, to the payment pro rata of the amounts then due under Designated Hedge Agreements with a counterparty other than a Lender (subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice); (6) sixth, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.10, 2.11, 3.5 and 6.4 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (7) seventh, to the payment pro rata of all other amounts owed by the Borrower to the Administrative Expenses owing Agent, to the Collateral Agent, all to any Letter of Credit Issuer, or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Borrower, and if such proceeds are insufficient to pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))rata; and (k) 8) finally, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity Borrower or to whomsoever shall be lawfully entitled thereto. Table of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.Contents

Application of Liquidation Proceeds. Unless and until All monies received by Administrative Agent from the Majority Lenders have exercised their right to direct exercise of remedies under this Agreement or the liquidation of the Collateral pursuant to this Article VILoan Documents shall, all proceeds received in respect of the Collateral will unless otherwise required by applicable Law, be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent): order: (a) first, to the payment of Taxesall fees, registrationexpenses, registered office indemnities, and filing fees then due other amounts payable to the Administrative Agent, in its capacity as such, including in connection with the exercise of such rights and owing by the Borrower; remedies, together with all reasonable costs and expenses of collection, attorneys’ fees, court costs and foreclosure expenses, (b) second, to the payment of all fees, expenses, indemnities and other amounts (other than principal, interest, reimbursement obligations, and LC fees) then due to the Collateral Agent for all due and unpaid Collateral Agent Fees and all Lenders from the Borrower (other Administrative Expenses owing to the Collateral Agentthan in connection with Hedge Liabilities) until paid in full, all amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and c) third, to the payment to the Administrative Agent for of all due accrued and unpaid Administrative Agent Fees and all other Administrative Expenses owing to interest on the Administrative Agent outstanding principal amount of the Obligations (includingincluding the remaining Revolving Principal Amount, without limitationSwingline Loans, indemnity payments); (bor Multicurrency Revolving Loans) to the payment of Administrative Expenses (other than those in connection with Hedge Liabilities) on a ratable and pari passu basis until paid under clause in full, (ad) above)fourth, in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other amounts due LC Disbursements until paid in full and to the Agents hereunder; Cash Collateralize all outstanding LC Exposure, (de) fifth, to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder interest, fees, and expenses with respect to such Interest Hedge Counterparty where such Interest Liabilities (other than Excluded Hedge Counterparty is the sole affected party or the defaulting party); Liabilities) on a ratable and pari passu basis until paid in full, (ef) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocablesixth, to the payment to of the Collateral Manager outstanding principal amount of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; Obligations (f) to including the payment to the Swingline Lender hereunder of all amounts dueremaining Revolving Principal Amount, including principalMulticurrency Revolving Loans, interest and all other amounts on and in respect of all Swingline Loans; , and Hedge Liabilities (other than Excluded Hedge Liabilities)) on a ratable and pari passu basis until paid in full, (g) to the Class A Lendersseventh, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not other Obligations on a ratable and pari passu basis until paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided thatin full, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainder, to the equity of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under finally, any such clause remaining surplus, to Borrower or to the extent funds are available thereforPerson lawfully entitled thereto. The provisions of this Section 11.5 shall govern and control over any conflicting provisions in this Agreement or any Loan Document.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VIAdministrative Agent, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at or any Lender from the direction exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the Majority Lenders acting through the Administrative Agent):other Credit Documents or by applicable law, be applied as follows: (ai) firstFIRST, to the payment of Taxesall expenses (to the extent not otherwise paid by the Borrower or any of the other Credit Parties) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, registrationincluding, registered office without limitation, all reasonable costs and filing expenses of collection, reasonable documented attorneys' fees, court costs and any foreclosure expenses; (ii) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans; (iii) THIRD, to the payment PRO RATA of any fees then accrued and payable to the Administrative Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (iv) FOURTH, to the payment PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due and owing under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Borrower; secondAdministrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Collateral Agent as security for the reimbursement obligations in respect thereof); (v) FIFTH, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.9, 2.10, 3.5 and all other Administrative Expenses owing 5.4 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts PRO RATA; (vi) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrower to the Administrative Agent for all due Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and unpaid Administrative Agent Fees to any counterparties under Designated Hedge Agreements of the Borrower and all other Administrative Expenses owing its Subsidiaries, and if such proceeds are insufficient to the Administrative Agent (includingpay such amounts in full, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))PRO RATA; and (kvii) FINALLY, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct this Agreement shall, unless otherwise required by the liquidation terms of the Collateral pursuant to this Article VIother Credit Documents or by applicable law, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (ai) firstFIRST, to the payment of Taxesall expenses (to the extent not otherwise paid by the Borrower or any of the other Credit Parties) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, registrationincluding, registered office without limitation, all reasonable costs and filing expenses of collection, reasonable documented attorneys' fees, court costs and any foreclosure expenses; (ii) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans; (iii) THIRD, to the payment PRO RATA of any fees then accrued and payable to the Administrative Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (iv) FOURTH, to the payment PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due and owing under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Borrower; secondAdministrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (v) FIFTH, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.9, 2.10 and all other Administrative Expenses owing 3.5 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts PRO RATA; (vi) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrower to the Administrative Agent for all due Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and unpaid Administrative Agent Fees to any counterparties under Designated Hedge Agreements of the Borrower and all other Administrative Expenses owing its Subsidiaries, and if such proceeds are insufficient to the Administrative Agent (includingpay such amounts in full, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))PRO RATA; and (kvii) FINALLY, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct this Agreement shall, unless otherwise required by the liquidation terms of the Collateral pursuant to this Article VIother Credit Documents or by applicable law, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (ai) firstFIRST, to the payment of Taxes, registration, registered office and filing fees then due and owing all expenses (to the extent not paid by the Borrower; second) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys' fees, court costs and any foreclosure expenses; (ii) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans and the outstanding loans under the Bridge Facility Agreement; (iii) THIRD, to the payment PRO RATA of any fees then accrued and payable to the Administrative Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (iv) FOURTH, to the payment PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the principal balance then owing on the loans outstanding under the Bridge Facility Agreement, (C) the amounts then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary thereunder, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (D) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (v) FIFTH, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.10, 2.11 and all other Administrative Expenses owing 3.5 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts PRO RATA; (vi) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrower to the Administrative Agent for all due and unpaid Administrative Agent Fees and all Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Administrative Expenses owing Credit Document, to the Administrative Agent (includinglender under the Bridge Facility Agreement, without limitationand to any counterparties under any Designated Hedge Agreements of the Borrower and its Subsidiaries, indemnity payments); (b) and if such proceeds are insufficient to pay such amounts in full, to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))PRO RATA; and (kvii) FINALLY, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.

Application of Liquidation Proceeds. Unless All payments and until other amounts received by the Majority Lenders have exercised their right Administrative Agent or any Lender through the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct this Agreement shall, unless otherwise required by the liquidation terms of the Collateral pursuant to this Article VIother Credit Documents or by applicable law, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (a) first, to the payment of Taxesthat portion of the Obligations constituting fees, registrationindemnities and expenses and other amounts (including attorneys’ fees and amounts due under Section 2.9, registered office Section 2.10, Section 3.9 and filing fees then due and owing by Section 5.3) payable to the Borrower; Administrative Agent in its capacity as such; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Section 2.9, Section 2.10, Section 3.9 and Section 5.3) payable to each Lender or the Letter of Credit Issuer, ratably among them in proportion to the Collateral Agent for aggregate of all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary such amounts; (including, in each case, without limitation, indemnity payments); and c) third, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Letter of Credit Issuer in proportion to the aggregate of all such amounts; (d) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders and the Letter of Credit Issuer in proportion to the aggregate of all such amounts; (e) fifth, to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing the benefit of the Letter of Credit Issuer to Cash Collateralize the Administrative Agent (including, without limitation, indemnity payments)Stated Amount of outstanding Letters of Credit; (bf) sixth, pro rata to the payment of Administrative Expenses (other than those paid A) the amounts due to Designated Hedge Creditors under clause Designated Hedge Agreements, and (aB) above), in the order of priority set forth in amounts due to Bank Product Creditors under the definition of “Administrative Expenses”Bank Product Documents; (cg) seventh, to the payment of all other amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason Obligations of the occurrence of an event of default Credit Parties owing under or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) the Credit Documents that are then due and payable to the Class A Administrative Agent, each Letter of Credit Issuer, the Swing Line Lender, the Lenders, firstthe Designated Hedge Creditors and the Bank Product Creditors, allocated ratably based on upon the respective aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect all such Obligations owing to the Class A Loansthem on such date; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula);and (h) to finally, any remaining surplus after all of the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and Obligations have been paid in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainderfull, to the equity Borrower or to whomsoever shall be lawfully entitled thereto. Subject to Sections 3.8 and 3.9, amounts used to Cash Collateralize the aggregate undrawn amount of the BorrowerLetters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on any date that payments are made pursuant deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to this Section 6.4 the amount available to other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Designated Hedge Agreements under the Bank Product Documents shall be paid pursuant to any of excluded from the foregoing clauses (a) through (j) is insufficient to make application described above if the full amount of the disbursements required pursuant Administrative Agent has not received written notice, prior to any such clauseapplication, of the existence of such payments will Obligations together with such supporting documentation as the Administrative Agent may request, from the applicable Designated Hedge Creditors or Bank Product Creditors, as the case may be. Each Designated Hedge Creditors or Bank Product Creditors not a party to this Agreement that has given the required notices contemplated by the preceding sentence shall, by the provision of any such notice, be applied in deemed to have acknowledged and accepted the order and according appointment of the Administrative Agent pursuant to the priority set forth in clauses (a) through (j) above terms of Article XI hereof for itself and (including its Affiliates as provided in subclauses if a “first”, “secondLender” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforparty hereto.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VIAdministrative Agent, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at or any Lender from the direction exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the Majority Lenders acting through the Administrative Agent):other Credit Documents or by applicable law, be applied as follows: (ai) first, to the payment of Taxesall expenses (to the extent not otherwise paid by the Borrower or any of the other Credit Parties) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, registrationincluding, registered office without limitation, all reasonable costs and filing expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses; (ii) second, to the payment pro rata of interest then accrued on the outstanding Loans; (iii) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent, the Issuing Bank or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (iv) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding Loans, (B) the settlement and termination liabilities, fees and premiums then due and owing under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Borrower; secondAdministrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Collateral Agent as security for the reimbursement obligations in respect thereof); (v) fifth, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.9, 2.10, 3.5 and all other Administrative Expenses owing 5.4 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other amounts owed by the Borrower to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing Agent, to the Administrative Agent (includingIssuing Bank or any Lender under this Agreement or any other Credit Document, without limitationand to any counterparties under Designated Hedge Agreements of the Borrower and its Subsidiaries, indemnity payments); (b) and if such proceeds are insufficient to pay such amounts in full, to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))rata; and (kvii) finally, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.

Application of Liquidation Proceeds. Unless and until All monies received by the Majority Lenders have exercised their right Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to direct this Agreement shall, unless otherwise required by the liquidation terms of the Collateral pursuant to this Article VIother Credit Documents or by applicable law, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):as follows: (aA) firstFIRST, to the payment of Taxes, registration, registered office and filing fees then due and owing all expenses (to the extent not paid by the Borrower; second) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys' fees, court costs and any foreclosure expenses; (B) SECOND, to the payment PRO RATA of interest then accrued on the outstanding Loans; (C) THIRD, to the payment PRO RATA of any fees then accrued and payable to the Administrative Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the Loans or the Letter of Credit Outstandings; (D) FOURTH, to the payment PRO RATA of (i) the principal balance then owing on the outstanding Loans, (ii) the amounts then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (iii) the Stated Amount of the 59 60 Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (E) FIFTH, to the payment to the Collateral Agent for all due Lenders of any amounts then accrued and unpaid Collateral Agent Fees under sections 2.9, 2.10 and all other Administrative Expenses owing 3.5 hereof, and if such proceeds are insufficient to the Collateral Agent, all pay such amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and thirdfull, to the payment of such amounts PRO RATA; (F) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrower to the Administrative Agent for all due Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and unpaid Administrative Agent Fees to any counterparties under Designated Hedge Agreements of the Borrower and all other Administrative Expenses owing its Subsidiaries, and if such proceeds are insufficient to the Administrative Agent (includingpay such amounts in full, without limitation, indemnity payments); (b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other such amounts due to the Agents hereunder; (d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount of interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees due with respect to the Class A Loans; and second, to reduce the outstanding principal balance of the Class A Loans (allocated according to the Principal Allocation Formula); (h) to the Class A Lenders, pro rata based on the outstanding principal balance of each such Lender’s Class A Loans, first, all Capped Amounts and the additional two percent of interest payable to the Class A Lenders at the Post-Default Rate; and second, to pay all amounts due to the Class A Lenders which constitute Increased Costs and all other amounts on and in respect of all Class A Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j))PRO RATA; and (kG) FINALLY, any remainderremaining surplus after all of the Obligations have been paid in full, to the equity of the Borrower. If on any date that payments are made pursuant Borrower or to this Section 6.4 the amount available to whomsoever shall be paid pursuant to any of the foregoing clauses (a) through (j) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (j) above and (including as provided in subclauses “first”, “second” and “third” of clause (a) above, and subclauses “first” and “second” of clauses (g) and (h) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available thereforlawfully entitled thereto.