Common use of U.S. Obligations Clause in Contracts

U.S. Obligations. Following an Event of Default and acceleration of the U.S. Obligations, the Agent shall apply proceeds of U.S. Collateral as follows: First, to payment of that portion of the Secured Obligations constituting fees, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due to the Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and accrued and unpaid Unused Commitment Fees or other fees, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Second” due to them; Third, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and reimbursement obligations under Letters of Credit, ratably amongst the Lenders in proportion to the respective amounts described in this clause “Third” due to them; Fourth, to payment of all other Secured Obligations, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Fourth” due to them; and Finally, the balance, if any, after all of the Secured Obligations have been satisfied, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. For purposes of this Section 9.3, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations to the appropriate category above. Any determination of the Requisite Lenders in this regard shall be conclusive absent manifest error; provided, however, that the characterization of such obligations shall be the same with respect to all Secured Parties. By way of example, the Requisite Lenders may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined), if any, or owing by the relevant Secured Party to such Borrower shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap Obligations.

U.S. Obligations. Following During a Cash Dominion Trigger Period or, after the exercise of remedies provided for in Section 8.02 (or after the US Borrower Loans have automatically become immediately due and payable and the L/C Obligations with respect to US Letters of Credit have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or at the direction of the Required Lenders following the occurrence and during the continuation of an Event of Default and acceleration Default, any amounts received on account of the U.S. Obligations, US Obligations shall be applied by the Administrative Agent shall apply proceeds of U.S. Collateral as followsin the following order: First, to payment of that portion of the Secured US Obligations constituting fees, indemnities, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured US Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III, but excluding amounts relating to Bank Products), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the US Obligations constituting accrued and unpaid interest and principal on the US Swingline Loans payable to the Administrative Agent; Fourth, to payment of that portion of the US Obligations constituting accrued and unpaid Unused Commitment Fees or interest on the US Borrower Loans, L/C Borrowings with respect to US Letters of Credit and other feesUS Obligations (excluding amounts relating to Bank Products), ratably amongst among the Lenders in proportion to the respective amounts described in this clause ThirdFourth payable to them; Fifth, to payment of that portion of the US Obligations constituting (a) unpaid principal of the US Borrower Loans, and L/C Borrowings with respect to US Letters of Credit and (b) amounts due and owing under US Swaps up to the amount of the Bank Product Reserve with respect thereto, ratably among the LendersSecured Parties in proportion to the respective amounts described in this clause FourthFifth held by them; Sixth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of US Letters of Credit; Seventh, to payment of all other Bank Product Debt constituting US Obligations other than Bank Product Debt andUS Obligations due and owing to Defaulting Lenders; Eighth, to payment of the European Obligations; that portion of the European Obligations constituting (a) unpaid principal of the European Borrower Loans and L/C Borrowings with respect to European Letters of Credit and (b) amounts due and owing under European Swaps up to the amount of the Bank Product Reserve with respect thereto, ratably among the Secured Parties in proportion to the respective amounts described in this clause “Second” due to Eighth held by them; ThirdNinth, to payment of Bank Product Debt constituting US Obligations other than Obligations due and owing to Defaulting Lenders; the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of the Secured L/C Obligations constituting unpaid principal comprised of the Loans and reimbursement obligations under aggregate undrawn amount of European Letters of Credit, ratably amongst the Lenders in proportion to the respective amounts described in this clause “Third” due to them; FourthTenth, to payment of all any other Secured ObligationsUS other Bank Product Debt constituting European Obligations other than European Obligations due and owing to Defaulting Lenders; Fourteenth, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Fourth” payment of any European Obligations due and owing to themDefaulting Lenders; and FinallyLast, the balance, if any, after all of the Secured Obligations have been satisfiedindefeasibly paid in full, to the U.S. Borrower or its applicable Subsidiary US Borrowers or as otherwise required by Law. For purposes Subject to Section 2.03(c), (i) amounts used to Cash Collateralize the aggregate undrawn amount of this Section 9.3US Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such US Letters of Credit as they occur and (ii) amounts used to Cash Collateralize the aggregate undrawn amount of European Letters of Credit pursuant to clause Ninth above shall be applied to satisfy drawings under such European Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all US Letters of Credit have either been fully drawn or expired, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Requisite Lenders such remaining amount shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations be applied to the appropriate category above. Any determination of the Requisite Lenders in this regard shall be conclusive absent manifest error; provided, however, that the characterization of such obligations shall be the same with respect to all Secured Parties. By way of example, the Requisite Lenders may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined)other US Obligations, if any, in the order set forth above. If any amount remains on deposit as Cash Collateral after all European Letters of Credit have either been fully drawn or owing by the relevant Secured Party to expired, such Borrower remaining amount shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap the other European Obligations, if any, in the order set forth above. Amounts distributed with respect to any Bank Product Debt shall be the actual amount of Bank Product Debt most recently reported in writing to the Administrative Agent.

U.S. Obligations. Following an Event After the exercise of Default remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and acceleration payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations, Obligations shall be applied by U.S. Agent in the Agent shall apply proceeds of U.S. Collateral as followsfollowing order: First, to payment of that portion of the Secured U.S. Obligations constituting fees, indemnities, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due (including fees, charges and disbursements of counsel to the U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; Second, to payment of that portion of the Secured U.S. Obligations constituting accrued fees, indemnities and unpaid other amounts (other than principal, interest and accrued L/C Fees) payable to U.S. Lenders and unpaid Unused Commitment Fees or other U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably amongst the Secured Parties among them in proportion to the respective amounts described in this clause “Second” due Second payable to them; Third, to payment of that portion of the Secured U.S. Obligations constituting accrued and unpaid principal of L/C Fees and interest on the Loans U.S. Loans, L/C Borrowings and reimbursement obligations under Letters of Creditother U.S. Obligations, ratably amongst the among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Third” due Third payable to them; Fourth, to payment of all other Secured Obligationsthat portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably amongst the Secured Parties among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Fourth” due to Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and FinallyLast, the balance, if any, after all of the Secured U.S. Obligations have been satisfiedpaid in full, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. For purposes Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of this Section 9.3, if there are Secured Obligations arising out U.S. Letters of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations Credit pursuant to the appropriate category above. Any determination of the Requisite Lenders in this regard clause Fifth above shall be conclusive absent manifest errorapplied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the characterization extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such obligations Event of Default) shall be the same with respect returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all Secured Parties. By way U.S. Letters of exampleCredit have either been fully drawn or expired, the Requisite Lenders may determine that (a) obligations such as the net remaining amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower shall be applied to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined)other U.S. Obligations, if any, or owing by in the relevant Secured Party to such Borrower shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap Obligationsorder set forth above.

U.S. Obligations. Following an Event of Default and acceleration of the U.S. Obligations, the Agent shall apply proceeds of U.S. Collateral as follows: First, to payment of that portion of the Secured Obligations constituting fees, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due to the Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and accrued and unpaid Unused Commitment Fees or other fees, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Second” due to them; Third, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and reimbursement obligations under Letters of Credit, ratably amongst the Lenders in proportion to the respective amounts described in this clause “Third” due to them; Fourth, to payment of all other Secured Obligations, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Fourth” due to them; and Finally, the balance, if any, after all of the Secured Obligations have been satisfied, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. For purposes of this Section 9.3, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations to the appropriate category above. Any determination of the Requisite Lenders in this regard shall be conclusive absent manifest error; , provided, however, that the characterization of such obligations shall be the same with respect to all Secured Parties. By way of example, the Requisite Lenders may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined), if any, or owing by the relevant Secured Party to such Borrower shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap Obligations.

U.S. Obligations. Following an Event After the exercise of Default remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and acceleration payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations, Obligations shall be applied by U.S. Agent in the Agent shall apply proceeds of U.S. Collateral as followsfollowing order: First, to payment of that portion of the Secured U.S. Obligations constituting fees, indemnities, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due (including fees, charges and disbursements of counsel to the U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; Second, to payment of that portion of the Secured U.S. Obligations constituting accrued fees, indemnities and unpaid other amounts (other than principal, interest and accrued L/C Fees) payable to U.S. Lenders and unpaid Unused Commitment Fees or other U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably amongst the Secured Parties among them in proportion to the respective amounts described in this clause “Second” due Second payable to them; Third, to payment of that portion of the Secured U.S. Obligations constituting accrued and unpaid principal of L/C Fees and interest on the Loans U.S. Loans, L/C Borrowings and reimbursement obligations under Letters of Creditother U.S. Obligations, ratably amongst the among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Third” due Third payable to them; Fourth, to payment of all other Secured Obligationsthat portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably amongst the Secured Parties among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Fourth” due to Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to payment of that portion of the U.S. Obligations constituting amounts payable by U.S. Borrower in connection with any Swap Contract between U.S. Borrower and Finallyany U.S. Lender or any Affiliate of any U.S. Lender and all amounts constituting Treasury Management Obligations of a Loan Party to a U.S. Lender or an Affiliate of a U.S. Lender; Seventh, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and Last, the balance, if any, after all of the Secured U.S. Obligations have been satisfiedpaid in full, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. For purposes Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of this Section 9.3, if there are Secured Obligations arising out U.S. Letters of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations Credit pursuant to the appropriate category above. Any determination of the Requisite Lenders in this regard clause Fifth above shall be conclusive absent manifest errorapplied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the characterization extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such obligations Event of Default) shall be the same with respect returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all Secured Parties. By way U.S. Letters of exampleCredit have either been fully drawn or expired, the Requisite Lenders may determine that (a) obligations such as the net remaining amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower shall be applied to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined)other U.S. Obligations, if any, or owing by in the relevant Secured Party to such Borrower shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap Obligationsorder set forth above.

U.S. Obligations. Following an Event After the exercise of Default remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and acceleration payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations, Obligations shall be applied by U.S. Agent in the Agent shall apply proceeds of U.S. Collateral as followsfollowing order: First, to payment of that portion of the Secured U.S. Obligations constituting fees, indemnities, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due (including fees, charges and disbursements of counsel to the U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; Second, to payment of that portion of the Secured U.S. Obligations constituting accrued fees, indemnities and unpaid other amounts (other than principal, interest and accrued L/C Fees) payable to U.S. Lenders and unpaid Unused Commitment Fees or other U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably amongst the Secured Parties among them in proportion to the respective amounts described in this clause “Second” due Second payable to them; Third, to payment of that portion of the Secured U.S. Obligations constituting accrued and unpaid principal of L/C Fees and interest on the Loans U.S. Loans, L/C Borrowings and reimbursement obligations under Letters of Creditother U.S. Obligations, ratably amongst the among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Third” due Third payable to them; Fourth, to payment of all other Secured Obligationsthat portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably amongst the Secured Parties among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause “Fourth” due to Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to payment of that portion of the U.S. Obligations constituting amounts payable by U.S. Borrower or U.K. Borrower in connection with any Swap Contract between such Borrower and Finallyany U.S. Lender or any Affiliate of any U.S. Lender and all amounts constituting Treasury Management Obligations of a Loan Party to a U.S. Lender or an Affiliate of a U.S. Lender; Seventh, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and Last, the balance, if any, after all of the Secured U.S. Obligations and Canadian Obligations have been satisfiedpaid in full, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. For purposes Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of this Section 9.3, if there are Secured Obligations arising out U.S. Letters of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations Credit pursuant to the appropriate category above. Any determination of the Requisite Lenders in this regard clause Fifth above shall be conclusive absent manifest errorapplied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the characterization extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such obligations Event of Default) shall be the same with respect returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all Secured Parties. By way U.S. Letters of exampleCredit have either been fully drawn or expired, the Requisite Lenders may determine that (a) obligations such as the net remaining amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower shall be applied to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined)other U.S. Obligations, if any, or owing by in the relevant Secured Party to such Borrower shall be treated, for purposes of order set forth above. Notwithstanding anything in this Section 9.3, as principal on the Loans, and (b8.03(a) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoingcontrary, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor the U.K. Borrower with respect to the U.S. Obligations shall not only be applied to Canadian Secured satisfy U.S. Obligations or Secured Obligations that are Excluded Swap Obligationsof the U.K. Borrower.

U.S. Obligations. Following an Event During a Cash Dominion Trigger Period or after the exercise of Default remedies provided for in Section 8.02 (or after the US Borrower Loans have automatically become immediately due and acceleration payable and the L/C Obligations with respect to US Letters of Credit have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations, US Obligations shall be applied by the Administrative Agent shall apply proceeds of U.S. Collateral as followsin the following order: First, to payment of that portion of the Secured US Obligations constituting fees, indemnities, expenses (including expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured US Obligations constituting accrued and unpaid interest and accrued and unpaid Unused Commitment Fees or other fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III, but excluding amounts relating to Bank Products), ratably amongst the Secured Parties among them in proportion to the respective amounts described in this clause “Second” due Second payable to them; Third, to payment of that portion of the Secured US Obligations constituting accrued and unpaid interest and principal on the US Swingline Loans payable to the Administrative Agent; Fourth, to payment of that portion of the Loans US Obligations constituting accrued and reimbursement obligations under unpaid interest on the US Borrower Loans, L/C Borrowings with respect to US Letters of CreditCredit and other US Obligations (excluding amounts relating to Bank Products), ratably amongst among the Lenders in proportion to the respective amounts described in this clause “Third” due Third payable to them; FourthFifth, to payment of all other Secured Obligationsthat portion of the US Obligations constituting unpaid principal of the US Borrower Loans, L/C Borrowings with respect to US Letters of Credit, ratably amongst among the Secured Parties Lenders in proportion to the respective amounts described in this clause “Fourth” due to Fourth held by them; Sixth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of US Letters of Credit; Seventh, to payment of all other US Obligations other than Bank Product Debt and FinallyObligations due and owing to Defaulting Lenders; Eighth, to payment of the European Obligations; Ninth, to payment of Bank Product Debt constituting US Obligations other than Obligations due and owing to Defaulting Lenders; Tenth, to payment of any other US Obligations due and owing to Defaulting Lenders; and Last, the balance, if any, after all of the Secured Obligations have been satisfiedindefeasibly paid in full, to the U.S. Borrower or its applicable Subsidiary US Borrowers or as otherwise required by Law. For purposes Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of this Section 9.3US Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such US Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all US Letters of Credit have either been fully drawn or expired, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Requisite Lenders such remaining amount shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations be applied to the appropriate category above. Any determination of the Requisite Lenders in this regard shall be conclusive absent manifest error; provided, however, that the characterization of such obligations shall be the same with respect to all Secured Parties. By way of example, the Requisite Lenders may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined)other US Obligations, if any, or owing by in the relevant Secured Party order set forth above. Amounts distributed with respect to such Borrower any Bank Product Debt shall be treated, for purposes the actual amount of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower Bank Product Debt most recently reported in writing to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. Notwithstanding the foregoing, amounts received from any Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to Canadian Secured Obligations or Secured Obligations that are Excluded Swap ObligationsAdministrative Agent.