Common use of Payments and Collections Clause in Contracts

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. All funds received by the Agent in respect of any payments made by the Borrower on the Swingline Note shall be distributed forthwith by the Agent to the Swingline Lender, in like currency and funds as received. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes (first to unpaid accrued interest and then to principal) and to pay any Rate Protection Obligations then due and payable, ratably to the Banks and the holders of such Rate Protection Obligations; provided, that: (i) if no Rate Protection Obligations are then due and payable, each Bank’s ratable share shall be based on its Total Percentage; or (ii) if any Rate Protection Obligations are then due and payable, then: (A) the denominator used in calculating each Bank’s Total Percentage shall be increased by the amount of such then due and payable Rate Protection Obligations; and (B) each Rate Protection Provider’s ratable share shall be calculated as the percentage equivalent of a fraction, the numerator of which are the Rate Protection Providers (in accordance with their outstanding Obligations then due and owed payable to such Rate Protection ObligationsProvider and the denominator of which is the sum of the Revolving Commitment Amounts (or, if the Revolving Credit Commitments have terminated, the Total Revolving Outstandings) for application on the of all Banks and all Rate Protection AgreementsObligations then due and payable; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last next to the Agent to be held in the Holding Account to cover any outstanding Letters of CreditCredit and upon the termination or expiration to the Letters of Credit without a drawing thereon, in the order of application set forth in subparts (a), (b) and (c) above and (e) below; and (e) last to the Agent to pay or satisfy all other Obligations then due and payable.

Payments and Collections. All funds received by the Agent prior to the termination of the Revolving Commitments in respect of any payments made by any the Borrower on the Term Revolving Notes or Revolving Commitment Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Revolving Percentage. After any Event termination of Default has occurredthe Revolving Commitments, all funds received by the Agent, whether as payments by Agent or any of the Borrowers or as realization on collateral or on any guaranties, shall Banks (except funds received by any Bank as may otherwise a result of a purchase pursuant to the provisions of subsection 8.11 hereof) shall be required remitted to the Agent if received by law) be distributed any Bank and applied by the Agent in the following manner and order: : (a) first first, to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to reimburse the Agent and the Banks for any expenses due from the Borrower pursuant to the provisions of subsection 9.6 hereof; (b) second, to the payment to the Agent, of the outstanding principal balance of, and accrued but unpaid interest on, any outstanding Swing-Line Loans; (c) third, to the payment to each Bank of accrued and unpaid interest on the outstanding Loans and fees, ratably in the proportion that which the costs incurred by aggregate accrued and unpaid interest on the Agent or outstanding Loans and fees payable to such Bank bear bears to the total of aggregate accrued and unpaid interest on all such costs incurred by the Agent outstanding Loans and fees payable to any and all of the Banks; ; (bd) next fourth, to the Agent for payment to each Bank of the pro rata account outstanding unpaid principal balance of (i) the Banks (Loans, ratably in accordance with their respective Total Percentages) for application on the Notes and (ii) proportion which the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next Loans payable to each Bank have to the Total Outstandings, in such order as the Agent for in its sole discretion may determine; and (e) fifth, to the account payment to each Bank and the Agent of any other amount owing under this Agreement or any of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of CreditLoan Documents.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Committed Loans, Facility Fees, or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksLenders on the date received or deemed received pursuant to Section 2.21, in like currency and funds as received, ratably according to each BankLender’s Term Loan PercentagePro Rata Share. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees Bid Loans shall be distributed promptly to the relevant Bid Lender on the date of receipt thereof by the Agent among the Banksreceived or deemed received pursuant to Section 2.21, in like currency and funds as received. If the Agent does not make any distribution on the date any such payment is received or deemed received pursuant to Section 2.21, ratably according the Agent will pay interest to each Bank’s Revolving PercentageLender entitled to receive a portion of such distribution on the amount distributable to it at the Federal Funds Rate from such date until the date distribution is made, such interest to be payable with such distribution. After any Event of Default has occurredoccurred and the Commitments have been terminated or the obligations have been accelerated, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that Lender who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent in payment of any Unpaid Draws outstanding and to satisfy any requirement that the Company deposit amounts into the Holding Account; (c) next ratably to the Lenders for application on the pro rata account of Loans ; and (id) last to the Banks Lenders (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving PercentagesPro Rata Shares) for any unpaid Revolving Commitment Facility Fees or Letter of Credit Fees owing by the Borrowers Company hereunder; and (d) last . To the extent the Agent or any Lender receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Agent extent of such recovery, the Obligations originally intended to be held satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Lender shall purchase from the Agent or such Lender, for cash, at face value and without recourse, such participations in the Holding Account revived Obligations as shall be necessary to cover cause such revived Obligations to be shared ratably among all of the Lenders. The Agent or such Lender, as the case may be, shall promptly notify the other Lenders and, if applicable, the Agent, of any outstanding Letters of Creditsuch recovery.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Revolving Notes, Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksBanks on the date received or deemed received pursuant to Section 2.19, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage's Pro Rata Share. All funds received by If the Agent in respect of does not make any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly distribution on the date of receipt thereof by any such payment is received or deemed received pursuant to Section 2.19, the Agent among the Banks, in like currency and funds as received, ratably according will pay interest to each Bank’s Revolving PercentageBank entitled to receive a portion of such distribution on the amount distributable to it at the Federal Funds Rate from such date until the date distribution is made, such interest to be payable with such distribution. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to U.S. Bank in payment of any Unpaid Draws outstanding, to satisfy any requirement that the Agent Company make payments to U.S. Bank for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held deposit in the Holding Account to cover any outstanding Letters of Credit; (c) next to the Banks (in accordance with their respective Pro Rata Shares) for application on the Revolving Notes; and (d) last to the Banks (in accordance with their respective Pro Rata Shares) for any unpaid Commitment Fees or Letter of Credit Fees owing by the Company hereunder. To the extent the Agent or any Bank receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such recovery, the Obligations originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Bank shall purchase from the Agent or such Bank, for cash, at face value and without recourse, such participations in the revived Obligations as shall be necessary to cause such revived Obligations to be shared ratably among all of the Banks. The Agent or such Bank, as the case may be, shall promptly notify the other Banks and, if applicable, the Agent, of any such recovery.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes and the Term Notes (Foreign Currency) shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan PercentagePercentage or Term Loan Percentage (Foreign Currency). All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; (c) next to the Agent for the account of the Banks (in accordance with their respective Total Percentages) for application to interest on the Notes and any Rate Protection Obligations; (d) next to the Agent for the account of the Banks (in accordance with their respective Total Percentages) for application to principal on the Notes and any Rate Protection Obligations; and (de) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. All funds received by the Agent in respect of any payments made by the Borrower on the Swingline Note shall be distributed forthwith by the Agent to the Swingline Lender, in like currency and funds as received. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes (first to unpaid accrued interest and then to principal) and to pay any Rate Protection Obligations then due and payable, ratably to the Banks and the holders of such Rate Protection Obligations; provided, that: (i) if no Rate Protection Obligations are then due and payable, each Bank’s ratable share shall be based on its Total Percentage; or (ii) if any Rate Protection Obligations are then due and payable, then: (A) the denominator used in calculating each Bank’s Total Percentage shall be increased by the amount of such then due and payable Rate Protection Obligations; and (B) each Rate Protection Provider’s ratable share shall be calculated as the percentage equivalent of a fraction, the numerator of which are the Rate Protection Providers (in accordance with their outstanding Obligations then due and owed payable to such Rate Protection ObligationsProvider and the denominator of which is the sum of the Revolving Commitment Amounts (or, if the Revolving Credit Commitments have terminated, the Total Revolving Outstandings) for application on the of all Banks and all Rate Protection AgreementsObligations then due and payable; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last next to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.Credit and upon the termination or expiration to the Letters of Credit without a drawing thereon, in the order of application set forth in subparts (a),

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each Bank’s Lender's Term Loan Percentage. All funds received by the Agent in respect of any payments made by any the Borrower on the Revolving Notes, Notes or Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each Bank’s Lender's Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guarantiesGuaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that Lender who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks Lenders (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed any Rate Protection Obligations) for application on the Rate Protection Agreements; and (c) next last to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the ------------------------ Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers a Borrower or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: realization (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsUnpaid Drawings; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover the Borrowers' reimbursement and other obligations with respect to any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in with respect of to any payments made by any Borrower on the Term Notes Loans, the Commitment Fee, or LC Fees shall be promptly distributed promptly on the date of receipt thereof by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Term Loan PercentageApplicable Share. All funds received by the Agent in with respect of to any payments made by any Borrower Company on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees Swingline Loan shall be promptly distributed promptly on the date of receipt thereof by the Agent among the Banksto Swingline Lender, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunderunder this Agreement, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) Lenders for application on the Notes Loans (first to unpaid accrued interest and then to principal) and to pay any Rate Protection Obligations then due and payable, ratably to the Lenders and the holders of such Rate Protection Obligations; provided that: (i) if no Rate Protection Obligations are then due and payable, each Lender’s ratable share shall be based on its Applicable Share; or (ii) if any Rate Protection Obligations are then due and payable, then: (A) the denominator used in calculating each Lender’s Applicable Share shall be increased by the amount of such then due and payable Rate Protection Obligations; and (B) each Rate Protection Provider’s ratable share shall be calculated as the percentage equivalent of a fraction, the numerator of which are the Rate Protection Providers (in accordance with their outstanding Obligations then due and owed payable to such Rate Protection ObligationsProvider and the denominator of which is the sum of the Commitment Amounts and the principal amount of all Term Loans and Additional Term Loans (if any) for application on then outstanding (or, if the Revolving Credit Commitments have terminated, the Aggregate Outstanding Credit Exposure) of all Lenders and all Rate Protection AgreementsObligations then due and payable; (c) next to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving PercentagesApplicable Shares) for any unpaid Revolving Commitment Fees Fee or Letter of Credit LC Fees owing by the Borrowers hereunderunder this Agreement; and (d) last next to the Agent to be held in the Holding Facility LC Collateral Account to cover any outstanding Letters Facility LCs and upon the termination or expiration to the Facility LCs without a drawing thereon, in the order of Credit.application set forth in subparts (a), (b) and

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Term Loan Percentage. All funds received by the Agent in respect of (a) any payments made by any the Borrower on the Revolving Notes, (b) any reimbursement payments made by the Borrower with respect to Unpaid Drawings that were funded by Unpaid Drawing Repayment Loans and/or participation payments made by the Banks under Section 2.7(b), and (c) any payments by the Bank of Revolving Commitment Fees or Letter of Credit Fees Fees, shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Revolving Outstandings Percentage. All funds received by the Agent in respect of any payments made by the Borrower for Letter of Credit Fees shall be distributed forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank's Revolving Commitment. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guarantiesGuaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Revolving Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsUnpaid Drawings; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Outstandings Percentages) for any unpaid Revolving Commitment Fees or owing by the Borrower hereunder; (d) next to the Agent for the account of the Banks (in accordance with their respective Revolving Commitment Percentages) for any unpaid Letter of Credit Fees owing by the Borrowers hereunderBorrower; and (de) last to the Agent to be held in the Holding Account to cover any outstanding the Letters of Credit. The provisions of this Section 8.10 shall not apply to payments of the issuance, amendment, drawing and other fees and out-of-pocket expenses of U.S. Bank under Section 2.10, and the fees set forth in the fee letter under Section 2.12, respectively.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving PercentagePercentage (except for payments of the Swing Line Notes, which shall be paid to the Swing Line Bank). After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guarantiescollateral, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Revolving Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsRevolving Notes; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit, provided, however, that if any Bank shall not have funded its Swing Line Participation Amount, as provided in Section 2.5(b), or funded a required purchase of a risk participation in an Unpaid Drawing as provided in Section 2.16, any amounts otherwise payable to such Bank in accordance with this Section shall be applied to such funding requirements prior to any payment being made to such Bank.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Revolving Notes, Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksBanks on the date received or deemed received pursuant to Section 2.20, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage's Pro Rata Share. All funds received by If the Agent in respect of does not make any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly distribution on the date of receipt thereof by any such payment is received or deemed received pursuant to Section 2.20, the Agent among the Banks, in like currency and funds as received, ratably according will pay interest to each Bank’s Revolving PercentageBank entitled to receive a portion of such distribution on the amount distributable to it at the Federal Funds Rate from such date until the date distribution is made, such interest to be payable with such distribution. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to U.S. Bank in payment of any Unpaid Draws outstanding, to satisfy any requirement that the Agent Company make payments to U.S. Bank for deposit in the pro rata account Holding Account to cover any outstanding Letters of Credit and for application on the Swing-Line Note; (ic) next to the Banks (in accordance with their respective Total PercentagesPro Rata Shares) for application on the Notes Revolving Notes; and (iid) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next last to the Agent for the account of the Banks (in accordance with their respective Revolving PercentagesPro Rata Shares) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Company hereunder; and (d) last . To the extent the Agent or any Bank receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Agent extent of such recovery, the Obligations originally intended to be held satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Bank shall purchase from the Agent or such Bank, for cash, at face value and without recourse, such participations in the Holding Account revived Obligations as shall be necessary to cover cause such revived Obligations to be shared ratably among all of the Banks. The Agent or such Bank, as the case may be, shall promptly notify the other Banks and, if applicable, the Agent, of any outstanding Letters of Creditsuch recovery.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Loans or Facility Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksLenders on the date received or deemed received pursuant to Section 2.12, in like currency and funds as received, ratably according to each BankLender’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving PercentagePro Rata Share. After any Event of Default has occurredoccurred and the Commitments have been terminated or the obligations have been accelerated, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that Lender who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next ratably to the Agent Lenders for application on the pro rata account of Loans; and (ic) last to the Banks Lenders (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving PercentagesPro Rata Shares) for any unpaid Revolving Commitment Fees or Letter of Credit Facility Fees owing by the Borrowers Company hereunder; and (d) last . To the extent the Agent or any Lender receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Agent extent of such recovery, the Obligations originally intended to be held satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Lender shall purchase from the Agent or such Lender, for cash, at face value and without recourse, such participations in the Holding Account revived Obligations as shall be necessary to cover cause such revived Obligations to be shared ratably among all of the Lenders. The Agent or such Lender, as the case may be, shall promptly notify the other Lenders and, if applicable, the Agent, of any outstanding Letters of Creditsuch recovery.

Payments and Collections. All funds received by the Agent in with respect of to any payments made by any Borrower on the Term Notes Loans, the Commitment Fee, or LC Fees shall be promptly distributed promptly on the date of receipt thereof by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Term Loan PercentageApplicable Share. All funds received by the Agent in with respect of to any payments made by any Borrower Company on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees Swingline Loan shall be promptly distributed promptly on the date of receipt thereof by the Agent among the Banksto Swingline Lender, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunderunder this Agreement, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) Lenders for application on the Notes Loan (first to unpaid accrued interest and then to principal) and to pay any Rate Protection Obligations then due and payable, ratably to the Lenders and the holders of such Rate Protection Obligations; provided that: (i) if no Rate Protection Obligations are then due and payable, each Lender’s ratable share shall be based on its Applicable Share; or (ii) if any Rate Protection Obligations are then due and payable, then: (A) the denominator used in calculating each Lender’s Applicable Share shall be increased by the amount of such then due and payable Rate Protection Obligations; and (B) each Rate Protection Provider’s ratable share shall be calculated as the percentage equivalent of a fraction, the numerator of which are the Rate Protection Providers (in accordance with their outstanding Obligations then due and owed payable to such Rate Protection ObligationsProvider and the denominator of which is the sum of the Commitment Amounts (or, if the Revolving Credit Commitments have terminated, the Aggregate Outstanding Credit Exposure) for application on the of all Lenders and all Rate Protection AgreementsObligations then due and payable; (c) next to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving PercentagesApplicable Shares) for any unpaid Revolving Commitment Fees Fee or Letter of Credit LC Fees owing by the Borrowers hereunderunder this Agreement; and (d) last next to the Agent to be held in the Holding Facility LC Collateral Account to cover any outstanding Letters Facility LCs and upon the termination or expiration to the Facility LCs without a drawing thereon, in the order of Creditapplication set forth in subparts (a), (b) and (c) above and (e) below; and (e) last to Agent to pay or satisfy all other Obligations then due and payable.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent to the Term A Lenders and the Term B Lenders, respectively, pro rata based on the Term A Loan Percentage and the Term B Loan Percentage as applicable, and further among the BanksTerm A Lenders according with their applicable Term Loan Percentage and to the Term B Lenders in accordance with their applicable Term Loan Percentage, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the account of the Lenders for payment of accrued and unpaid interest on the Term Loans pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application based on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and amounts owed Rate Protection Obligations) for application on the Rate Protection Agreementsto them; (c) next to the Agent for the account of the Banks (Term A Lenders and the Term B Lenders, respectively, for the payment of principal on the Term A Loans and Term B Loans, respectively, pro rata based on the Term A Loan Percentage and the Term B Loan Percentage as applicable, and further among the Term A Lenders according with their applicable Term Loan Percentage for application on the Term A Notes and to the Term B Lenders in accordance with their respective Revolving Percentages) applicable Term Loan Percentage for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by application on the Borrowers hereunderTerm B Notes; and (d) last to the Agent for the account of the Lenders (in accordance with the respective amounts owed to be held in them) for any unpaid fees or other Obligations owing by the Holding Account to cover any outstanding Letters of CreditBorrower hereunder.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers any Loan Party or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks Lenders (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsNotes; (c) next to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by any Borrower hereunder; (d) next to the Borrowers hereunderAgent for the account of the Lender or any relevant Affiliate of any Lender for any other unpaid Obligations; and (de) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term A Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Term A Loan Percentage. All funds received by the Agent in respect of any payments made by the Borrower on the Term B Notes shall be distributed forthwith by the Agent among the Banks, in the currency and funds as received, ratably according to each Bank's Term B Loan Percentage. All funds received by the Agent in respect of any payments made by the Borrower on the Term C Notes shall be distributed forthwith by the Agent among the Banks, in the currency and funds as received, ratably according to each Bank's Term C Loan Percentage. All funds received by the Agent in respect of (a) any payments made by the Borrower on the Revolving Notes, (b) any reimbursement payments made by the Borrower with respect to Unpaid Drawings that were funded by Unpaid Drawing Repayment Loans and/or participation payments made by the Banks under Section 2.7(b), and (c) any payments by the Bank of Revolving Commitment Fees or Letter of Credit Fees Fees, shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Outstandings Percentage. All funds received by the Agent in respect of any payments made by the Borrower for Letter of Credit Fees shall be distributed forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Commitment. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guarantiesGuaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Revolving Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsUnpaid Drawings; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Outstandings Percentages) for any unpaid Revolving Commitment Fees or owing by the Borrower hereunder; (d) next to the Agent for the account of the Banks (in accordance with their respective Revolving Commitment Percentages) for any unpaid Letter of Credit Fees owing by the Borrowers hereunderBorrower; and (de) last to the Agent to be held in the Holding Account to cover any outstanding Letters the Existing Letter of Credit. The provisions of this Section 8.10 shall not apply to payments of the issuance, amendment, drawing and other fees and out-of-pocket expenses of U.S. Bank under Section 2.10, and the Agent Fee under Section 2.12, respectively.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Term Loan Percentage. All funds received by the Agent in respect of any payments made by any the Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the any Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Revolving Notes, Facility Fees, Utilization Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksBanks on the date received or deemed received pursuant to Section 2.20, in like currency and funds as received, ratably according to each Bank’s Term Loan PercentagePro Rata Share. All funds received by If the Agent in respect of does not make any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly distribution on the date of receipt thereof by any such payment is received or deemed received pursuant to Section 2.20, the Agent among the Banks, in like currency and funds as received, ratably according will pay interest to each Bank’s Revolving PercentageBank entitled to receive a portion of such distribution on the amount distributable to it at the Federal Funds Rate from such date until the date distribution is made, such interest to be payable with such distribution. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to U.S. Bank in payment of any Unpaid Draws outstanding, to satisfy any requirement that the Agent Company make payments to U.S. Bank for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held deposit in the Holding Account to cover any outstanding Letters of Credit; (c) next to the Banks (in accordance with their respective Pro Rata Shares) for application on the Revolving Notes and any Rate Protection Obligations; and (d) last to the Banks (in accordance with their respective Pro Rata Shares) for any unpaid Utilization Fees, Facility Fees or Letter of Credit Fees owing by the Company hereunder. To the extent the Agent or any Bank receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such recovery, the Obligations originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Bank shall purchase from the Agent or such Bank, for cash, at face value and without recourse, such participations in the revived Obligations as shall be necessary to cause such revived Obligations to be shared ratably among all of the Banks. The Agent or such Bank, as the case may be, shall promptly notify the other Banks and, if applicable, the Agent, of any such recovery.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by 's Revolving Percentage (except for payments of the Agent in respect of any payments made by any Borrower on the Revolving Swing Line Notes, Revolving Commitment Fees or Letter of Credit Fees which shall be distributed promptly on paid to the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Swing Line Bank’s Revolving Percentage). After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral or on any guarantiescollateral, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Revolving Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsRevolving Notes; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit, provided, however, that if any Bank shall not have funded its Swing Line Participation Amount, as provided in Section 2.5(b), or funded a required purchase of a risk participation in an Unpaid Drawing as provided in Section 2.16, any amounts otherwise payable to such Bank in accordance with this Section shall be applied to such funding requirements prior to any payment being made to such Bank.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Term Loan Percentage. All funds received by the Agent in respect of any payments made by any the Borrower on the Revolving Notes, or Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s 's Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Borrower or as realization on collateral Collateral or on any guarantiesGuaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Swing Line Lender in an amount not to exceed the aggregate amount remaining to satisfy any requirement that the Borrowers make payments to the Swing Line Lender for application on the Swing Line Note, (c) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsNotes; (cd) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (de) last last, any remaining amounts to the Agent Borrower or to be held in the Holding Account to cover any outstanding Letters such Person as a court of Creditcompetent jurisdiction may otherwise direct.

Payments and Collections. All funds received by the Administrative Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower Borrowers on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Administrative Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Administrative Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Administrative Agent in the following order: (a) first to the Administrative Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Administrative Agent and each Bank in the proportion that the costs incurred by the Administrative Agent or such Bank bear to the total of all such costs incurred by the Administrative Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Administrative Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; (c) next to the Administrative Agent for the account of the Banks (in accordance with their respective Total Percentages) for application to interest on the Notes and any Rate Protection Obligations; (d) next to the Administrative Agent for the account of the Banks (in accordance with their respective Total Percentages) for application to principal on the Notes and any Rate Protection Obligations; and (de) last to the Administrative Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in with respect of to any payments made by any Borrower on the Term Notes Loans, the Commitment Fee, or LC Fees shall be promptly distributed promptly on the date of receipt thereof by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Term Loan PercentageApplicable Share. All funds received by the Agent in with respect of to any payments made by any Borrower Company on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees Swingline Loan shall be promptly distributed promptly on the date of receipt thereof by the Agent among the Banksto Swingline Lender, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunderunder this Agreement, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) Lenders for application on the Notes Loans (first to unpaid accrued interest and then to principal) and to pay any Rate Protection Obligations then due and payable, ratably to the Lenders and the holders of such Rate Protection Obligations; provided that: (i) if no Rate Protection Obligations are then due and payable, each Lender’s ratable share shall be based on its Applicable Share; or (ii) if any Rate Protection Obligations are then due and payable, then: (A) the denominator used in calculating each Lender’s Applicable Share shall be increased by the amount of such then due and payable Rate Protection Obligations; and (B) each Rate Protection Provider’s ratable share shall be calculated as the percentage equivalent of a fraction, the numerator of which are the Rate Protection Providers (in accordance with their outstanding Obligations then due and owed payable to such Rate Protection ObligationsProvider and the denominator of which is the sum of the Commitment Amounts and the principal amount of all Term Loans and Additional Term Loans (if any) for application on then outstanding (or, if the Revolving Credit Commitments have terminated, the Aggregate Outstanding Credit Exposure) of all Lenders and all Rate Protection AgreementsObligations then due and payable; (c) next to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving PercentagesApplicable Shares) for any unpaid Revolving Commitment Fees Fee or Letter of Credit LC Fees owing by the Borrowers hereunderunder this Agreement; and (d) last next to the Agent to be held in the Holding Facility LC Collateral Account to cover any outstanding Letters Facility LCs and upon the termination or expiration to the Facility LCs without a drawing thereon, in the order of Creditapplication set forth in subparts (a), (b) and (c) above and (e) below; and (e) last to Agent to pay or satisfy all other Secured Obligations then due and payable.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Company on the Term Notes Revolving Notes, Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the BanksBanks on the date received or deemed received pursuant to Section 2.21, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage's Pro Rata Share. All funds received by If the Agent in respect of does not make any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly distribution on the date of receipt thereof by any such payment is received or deemed received pursuant to Section 2.21, the Agent among the Banks, in like currency and funds as received, ratably according will pay interest to each Bank’s Revolving PercentageBank entitled to receive a portion of such distribution on the amount distributable to it at the Federal Funds Rate from such date until the date distribution is made, such interest to be payable with such distribution. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers Company or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations Indebtedness of the Company hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to First Bank in payment of any Unpaid Draws outstanding, to satisfy any requirement that the Agent Company make payments to First Bank for deposit in the pro rata account Holding Account to cover any outstanding Letters of Credit and for application on the Swing-Line Note; (ic) next to the Banks (in accordance with their respective Total PercentagesPro Rata Shares) for application on the Notes Revolving Notes; and (iid) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next last to the Agent for the account of the Banks (in accordance with their respective Revolving PercentagesPro Rata Shares) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Company hereunder; and (d) last . To the extent the Agent or any Bank receives any payment on the Obligations, whether from the Company or otherwise, that is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Agent extent of such recovery, the Obligations originally intended to be held satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been received, and each Bank shall purchase from the Agent or such Bank, for cash, at face value and without recourse, such participations in the Holding Account revived Obligations as shall be necessary to cover cause such revived Obligations to be shared ratably among all of the Banks. The Agent or such Bank, as the case may be, shall promptly notify the other Banks and, if applicable, the Agent, of any outstanding Letters of Creditsuch recovery.

Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower the Borrowers on the Term Notes Notes, Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent ratably among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by the Borrowers on any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees Term Notes shall be distributed promptly on the date of receipt thereof forthwith by the Agent ratably among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guarantiescollateral, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: : (a) first to the Agent or any Bank that who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection AgreementsUnpaid Drawings; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Commitment Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover the Borrower's reimbursement and other obligations with respect to any outstanding Letters of Credit.

Payments and Collections. All funds received by the Agent in respect of any payments made by any the Borrower on the Term Notes Loans or Commitment Fees shall be distributed promptly on the date of receipt thereof forthwith by the Agent among the BanksLenders, in like currency and funds as received, ratably according to each BankLender’s Term Loan Percentage. All funds received by the Agent in Percentage (and, with respect of to any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency Lender with both Tranche 1 Loans and funds as receivedTranche 2 Loans, ratably according to each Bankamong such Lender’s Revolving PercentageTranche 1 Loans and Tranche 2 Loans). After If any Event of Default has occurredoccurred and is continuing, all funds received by the Agent, whether as payments by the Borrowers Borrower or any Guarantor or as realization on collateral Collateral or on any guarantiesguaranties or otherwise, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that Lender who has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank Lender in the proportion that the costs incurred by the Agent or such Bank Lender bear to the total of all such costs incurred by the Agent and all BanksLenders; (b) next to the Agent for the pro rata account of (i) the Banks Lenders (in accordance with their respective Total PercentagesPercentages or, if no Commitment is in effect, such Lender’s Percentage as in effect immediately prior to the date on which all of the Commitments ceased to be in effect (and, with respect to any Lender with both Tranche 1 Loans and Tranche 2 Loans, ratably among such Lender’s Tranche 1 Loans and Tranche 2 Loans) for application on the Notes Loans; and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks Lenders (in accordance with their respective Revolving PercentagesPercentages or, if no Commitment is in effect, such Lender’s Percentage as in effect immediately prior to the date on which all of the Commitments ceased to be in effect) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers Borrower hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.