Common use of Application of Proceeds After Acceleration Clause in Contracts

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable, any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders (including fees, charges and disbursements of counsel to the respective Lenders, and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, ratably among Lenders, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, ratably among Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixth, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement), to Borrower or as otherwise required by Law or by the Intercreditor Agreement.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.16), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer, and the Lender Counterparties and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.16, and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations (other than Cash Management Obligations); Sixth, to payment of the outstanding obligations under the Second Lien Facility as required by the intercreditor agreement for the Second Lien Facility; Seventh, to payment of the Cash Management Obligations; SixthEighth, the balance, if any, after all of the Secured Obligations and after obligations under the First Second Lien Indebtedness has Facility have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law or by the Intercreditor Agreementintercreditor agreement for the Second Lien Facility. Subject to Section 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender 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 Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.15), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer, and the Lender Counterparties and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, and accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.15, Cash Management Obligations, and amounts due under or in connection with Hedging Contracts (including amounts payable in connection with the early termination of Hedging Contracts), ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has been indefeasibly paid Payment in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)Full, to Borrower or as otherwise required by Law Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable law the amounts received or recovered from the other Restricted Persons 106 will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). Subject to Section 2.15, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations and shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (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 Section 2.13), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal, interest and L/C Fees) payable to Lenders Lenders, the L/C Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to themthem and the Lenders; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid L/C Fees and interest on the Loans, the L/C Borrowings and the Lender Hedging Obligations, ratably among Lenders, L/C Issuer and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and L/C Borrowings, obligations to deliver cash collateral for L/C Obligations pursuant to Section 2.13 and settlements under Hedging Contracts, ratably among Lenders Lenders, the L/C Issuer and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Subject to Section 2.12, 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 by expired, such remaining amount shall be applied to the Intercreditor Agreementother Secured Obligations, if any, in the order set forth above. Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the Letter of Credit Liabilities have automatically been required to be Cash Collateralized as set forth in Section 2.14), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses expenses, and other amounts (including fees, charges charges, and disbursements of counsel to the Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article IIISection 4.9 and Section 10.14) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities indemnities, expenses, and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties (including fees, charges charges, and disbursements of counsel to the respective Lenders, each Lender and each LC Issuer and amounts payable under Article IIISection 2.16 or Section 2.17), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on the Obligations described in clause (b) of the definition of Letter of Credit Liabilities, accrued and unpaid interest on the Cash Management Obligations, and accrued and unpaid interest on the Lender Hedging Obligations, ratably among the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Obligations described in clause (b) of the definition of Letter of Credit Liabilities, obligations to Cash Collateralize Letter of Credit Liabilities pursuant to Section 2.14, Cash Management Obligations, and other amounts due under or in connection with Hedging Contracts giving rise to Lender Hedging Obligations (including amounts payable in connection with the early termination of Hedging Contracts but excluding accrued and unpaid interest on the Lender Hedging Obligations provided for in clause “Third” above), ratably among Lenders the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, pro rata to the payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (full, to the extent required to be paid pursuant to the First Lien Credit Agreement), to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Credit Parties will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this section but for this proviso). Subject to Section 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 of the Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, the Lender Hedging Obligations and the Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent and Majority Lenders (but excluding including fees and time charges for attorneys who may be employees of Administrative AgentAgent or Majority Lenders) and amounts payable under Article III) payable to Administrative Agent in its capacity as suchsuch or Highbridge under any fee letter; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal and interest) payable to Lenders and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the LoansLender Hedging Obligations, ratably among LendersLenders and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and settlements under Hedging Contracts, ratably among Lenders and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Administrative Agent shall have no responsibility to determine the existence or by amount of Lender Hedging Obligations and may reserve from the Intercreditor Agreementapplication of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.17), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of outside counsel to Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal interest and Letter of Credit fees) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and LC Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.17, Cash Management Obligations, and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligationsthe Second Lien Agent, as required under the Second Lien Intercreditor Agreement; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). Subject to Section 2.17, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations and shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.17), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of outside counsel to Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal interest and Letter of Credit fees) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and LC Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, Matured LC Obligations, and Lender Hedging Obligations, ratably among Lenders, LC Issuer and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to deliver Cash Collateralize LC Obligations pursuant to Section 2.17, and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Subject to Section 2.12, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty. Each Lender Counterparty not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal interest) payable to Lenders and Secured Third Party Hedge Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to themthem and the Lender; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the LoansLoans and Secured Hedging Obligations, ratably among Lenders, Lenders and the Secured Third Party Hedge Counterparties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and settlements under Hedging Contracts, ratably among Lenders and [Credit Agreement] the Secured Third Party Hedge Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower Company or as otherwise required by Law Law. Administrative Agent shall have no responsibility to determine the existence or by amount of Secured Hedging Obligations and may reserve from the Intercreditor Agreementapplication of amounts under this Section amounts distributable in respect of Secured Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Secured Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be cash collateralized as set forth in Section 2.13), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal, interest and Letter of Credit Fees) payable to Lenders Lenders, the LC Issuer and SG (including fees, charges and disbursements of counsel to the respective Lenders, the LC Issuer and SG and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to themthem and the Lender; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, the Lender Hedging Obligations and the SG Obligations, ratably among Lenders, the LC Issuer, the Lender Counterparties and SG, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, obligations to deliver cash collateral for LC Obligations pursuant to Section 2.13, settlements under Hedging Contracts and the unpaid principal of the SG Obligations, ratably among Lenders Lenders, the LC Issuer, the Lender Counterparties and SG in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Subject to Section 2.12, 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 by expired, such remaining amount shall be applied to the Intercreditor Agreementother Secured Obligations, if any, in the order set forth above. Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.16), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal, interest and Letter of Credit fees) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and LC Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, Matured LC Obligations and Lender Hedging Obligations, ratably among Lenders, LC Issuer and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.16 and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Subject to Section 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 by expired, such remaining amount shall be applied to the Intercreditor Agreementother Secured Obligations, if any, in the order set forth above. Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.17), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of outside counsel to Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal interest and Letter of Credit fees) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and LC Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.17, Cash Management Obligations, and amounts due under or in connection with Hedging Contracts (including amounts payable in connection with the early termination of Hedging Contracts), ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). Subject to Section 2.17, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the Letter of Credit Liabilities have automatically been required to be Cash Collateralized as set forth in Section 2.14), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article IIISection 4.9) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective LendersLenders and LC Issuer, and amounts payable under Article IIISection 2.16 or 2.17), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Obligations described in clause (b) of the definition of Letter of Credit Liabilities, accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Swap Obligations under Specified Swap Agreements, ratably among Lenders, LC Issuer, Cash Management Lenders, and Lender Counterparties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Obligations described in clause (b) of the definition of Letter of Credit Liabilities, obligations to Cash Collateralize pursuant to Section 2.14, Cash Management Obligations, and amounts due under or in connection with Specified Swap Agreements (including amounts payable in connection with the early termination of Swap Agreements), ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, pro rata to the payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Restricted Persons will instead be allocated to Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this section but for this proviso). Subject to Section 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Swap Obligations under Specified Swap Agreements and Cash Management Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable, any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreementa) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses The “Third” or and “Fourth” below) payable clauses of Section 8.3 of the Existing Agreement are hereby amended in their entirety and a new “Fifth” clause is hereby added to Lenders (including fees, charges and disbursements of counsel immediately follow the “Fourth” clause to the respective Lenders, and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; read as follows: “Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.17, Cash Management Obligations, and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixththe Second Lien Agent, as required under the balance, if any, after all of the Secured Obligations and after the First Second Lien Indebtedness has been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement), to Borrower or as otherwise required by Law or by the Intercreditor Agreement.; and”

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the Letter of Credit Liabilities have automatically been required to be Cash Collateralized as set forth in Section 2.14), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses expenses, and other amounts (including fees, charges charges, and disbursements of counsel to the Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article IIISection 4.9 and Section 10.14) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities indemnities, expenses, and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties (including fees, charges charges, and disbursements of counsel to each Lender and the respective Lenders, LC Issuer and amounts payable under Article IIISection 2.16 or Section 2.17), ratably among them the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on the Obligations described in clause (b) of the definition of “Letter of Credit Liabilities”, accrued and unpaid interest on the Cash Management Obligations, and accrued and unpaid interest on the Hedge Liabilities, ratably among the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Obligations described in clause (b) of the definition of Letter of Credit Liabilities, obligations to Cash Collateralize Letter of Credit Liabilities pursuant to Section 2.14, Cash Management Obligations, and other amounts due under or in connection with Hedging Contracts giving rise to Hedge Liabilities (including amounts payable in connection with the early termination of Hedging Contracts but excluding accrued and unpaid interest on the Hedge Liabilities provided for in clause “Third” above), ratably among Lenders the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, pro rata to the payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (full, to the extent required to be paid pursuant to the First Lien Credit Agreement), to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this section but for this proviso). Subject to Section 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 of the Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, the Hedge Liabilities and the Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.15), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; 95 CREDIT AGREEMENT Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer, and the Lender Counterparties and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, and accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.15, Cash Management Obligations, and amounts due under or in connection with Hedging Contracts (including amounts payable in connection with the early termination of Hedging Contracts), ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). Subject to Section 2.15, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations and shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be cash collateralized as set forth in Section 2.16), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal, interest and Letter of Credit Fees) payable to Lenders Lenders, LC Issuer, Lender Counterparties, and SG (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer, Lender Counterparties, and SG and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, the Lender Hedging Obligations and the SG Obligations, ratably among Lenders, LC Issuer, the Lender Counterparties and SG, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, obligations to deliver cash collateral for LC Obligations pursuant to Section 2.16, settlements under Hedging Contracts and the unpaid principal of the SG Obligations, ratably among Lenders Lenders, LC Issuer, the Lender Counterparties and SG in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. Subject to Section 2.12, 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 by expired, such remaining amount shall be applied to the Intercreditor Agreementother Secured Obligations, if any, in the order set forth above. Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.16), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting reimbursable fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting reimbursable fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” clause Third or “Fourth” below) payable to Lenders (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer and amounts payable under Article III)Lender Counterparties, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and accrued and unpaid interest on the Loans, interest on Matured LC Obligations, and accrued and unpaid interest on Cash Management Obligations, and interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.16, Cash Management Obligations, and settlements under Hedging Contracts, ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law. provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). Subject to Section 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations shall be excluded from any application described above if Administrative Agent has not received written notice thereof at least five (5) Business Days prior to the date of such application, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 9.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized), any amounts received on account of the Secured Obligations shall shall, subject to the provisions of Section 2.17, be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, on a pro rata basis, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent the Agents (but excluding including fees and time charges for attorneys who may be employees of Administrative Agentthe Agents) and amounts payable under Article III) payable to Administrative Agent such Agents in its capacity their respective capacities as such; Second, on a pro rata basis, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” belowthan principal, Interest Expense and Hedge Termination Payments) payable to Lenders Lenders, LC Issuer and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, Lenders and LC Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, on a pro rata basis, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest Interest Expense on the LoansSecured Obligations, ratably among Lenders, the LC Issuer and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, on a pro rata basis, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Hedge Termination Payments, LC Borrowings, obligations to Cash Collateralize LC Obligations pursuant to Section 2.17 and Secured Obligations then owing under Secured Cash Management Agreements, ratably among Lenders Lenders, LC Issuer, the Lender Counterparties and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness (other than indemnity obligations for which no claim has been indefeasibly made) have been paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Restricted Person, monies or Property received from such Restricted Person or from the proceeds of any Collateral provided by such Restricted Person may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Restricted Persons will instead be 93 [OPAL Fuels Credit Agreement] allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and Property intended by this Section but for this proviso). Subject to Section 2.17, 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements, Interest Rate Hedging Agreements and Secured Commodity Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Lender Counterparty, as the case may be. Each Cash Management Bank and Lender Counterparty not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payablepayable and the LC Obligations have automatically been required to be Cash Collateralized as set forth in Section 2.16), any amounts received on account of the Secured Obligations shall be applied by Administrative Agent (subject to the provisions of the Intercreditor Agreement) in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (but excluding including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders Lenders, LC Issuer, Cash Management Lenders, and Lender Counterparties (including fees, charges and disbursements of counsel to the respective Lenders, LC Issuer, and the Lender Counterparties and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on Matured LC Obligations, and accrued and unpaid interest on Cash Management Obligations, and accrued and unpaid interest on Lender Hedging Obligations, ratably among Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties, in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the LoansLoans and Matured LC Obligations, obligations to Cash Collateralize LC Obligations pursuant to Section 2.16, Cash Management Obligations, and amounts due under or in connection with Hedging Contracts (including amounts payable in connection with the early termination of Hedging Contracts), ratably among Lenders Lenders, LC Issuer, Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of any other Secured Obligations; Sixthand Last, the balance, if any, after all of the Secured Obligations and after the First Lien Indebtedness has have been indefeasibly paid in full (to the extent required to be paid pursuant to the First Lien Credit Agreement)full, to Borrower or as otherwise required by Law Law; provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable law the amounts received or recovered from the other Restricted Persons will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this Section but for this proviso). 106 CREDIT AGREEMENT Subject to Section 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 Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Lender Hedging Obligations and Cash Management Obligations and shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the Intercreditor Agreementpreceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.