fifth, # to payment of that portion of the Obligations constituting unpaid principal and premium of the Loans, the L/C Borrowings and obligations of the Loan Parties then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and # to Cash Collateralize that portion of L/C Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.16, ratably among the Lenders, the L/C Issuers, the Hedge Banks party to such Secured Hedge Agreements and the Cash Management Banks party to such Secured Cash Management Agreements in proportion to the respective amounts described in this [clause (e)] held by them; provided that # any such amounts applied pursuant to the foregoing subclause # shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize such L/C Obligations, # subject to [Sections 2.03(d) and 2.16]6], amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this [clause (e)] shall be applied to satisfy drawings under such Letters of Credit as they occur and # upon the expiration of any Letter of Credit, the pro rata share of unapplied Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the priority of payments set forth in this [Section 8.03];

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under the Secured Hedge Agreements and Secured Cash Management Agreements and to the 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 Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.144], in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and

Fifth, # to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Letter of Credit Usage and the Obligations under Secured Hedge Agreements and Cash Management Obligations and # to Cash Collateralize Letters of Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) and to further permanently reduce the Revolving Commitments by the amount of such Cash Collateralization, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; provided that # any such amounts applied pursuant to the foregoing subclause # shall be paid to the Administrative ​ for the ratable account of the Issuing Banks to Cash Collateralize such Letters of Credit, # subject to Sections 2.04 and 2.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fifth shall be applied to satisfy drawings under such Letters of Credit as they occur and # upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative ​ in accordance with the priority of payments set forth in this [Section 9.03];

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under the Secured Hedge Agreements and Secured Cash Management Agreements and to the ​ for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the ​ pursuant to [Sections 2.03 and 2.14]4], in each case ratably among the ​, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and L/C Obligations (to the extent of the aggregate undrawn amounts of outstanding Letters of Credit), ratably among the Lenders and, in the case of L/C Obligations, to the Administrative Agent (for the account of the applicable L/C Issuers to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), in proportion to the respective amounts described in this clause Fourth held by them; provided that, to the extent Obligations constituting unpaid principal and L/C Borrowings remain unpaid or L/C Obligations are not fully Cash Collateralized after application of all amounts as provided in this clause Fourth, then, as and when Letters of Credit expire without being drawn, the Cash Collateral held therefor shall be paid ratably among the Lenders and the Administrative Agent as first provided in this clause Fourth until the unpaid principal of all Loans and L/C Borrowings has been paid in full and all L/C Obligations have been fully Cash Collateralized;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fourth, to # payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, # payment of breakage, termination or other payments, and any interest accrued thereon, not otherwise paid pursuant to clause Third, due under any Secured Hedge Agreement, # payments of amounts due under any Secured Treasury Management Agreement, ratably among ​, ​, Hedge Banks and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth payable to or held by them and # to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 103% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

fourth, # to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed LC Disbursements and any amounts owing with respect to Specified Ancillary Obligations of the [[Foreign Subsidiary Borrower:Organization]] and # to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the applicable Borrower pursuant to Section 2.06 or 2.24, ratably among [[Organization B:Organization]] and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that # any such amounts applied pursuant to subclause # above shall be paid to [[Administrative Agent:Organization]] for the ratable account of [[Issuing Bank:Organization]] to cash collateralize Obligations in respect of Letters of Credit, # subject to Section 2.06 or 2.24, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and # upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 6.02;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the ​, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; provided that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section;

Fourth, to # payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, # payment of breakage, termination or other payments, and any interest accrued thereon, not otherwise paid pursuant to clause Third, due under any Secured Hedge Agreement, # payments of amounts due under any Secured Treasury Management Agreement, ratably among the ​, the ​, Hedge Banks and the ​ Counterparties in proportion to the respective amounts described in this clause Fourth payable to or held by them and # to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 103% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;