Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent forAgent, for and on behalf of itself and the Secured Parties Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any such Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as set forth in the ABL/Term Loan Intercreditor Agreement and, with respect to Collateral and Proceeds paid to the Term Loan Collateral Representative thereunder (or if the ABL/Term Loan Intercreditor Agreement is not then in effect), shall be applied as follows, subject to clause clauses (e) through (h) of this Section 4.01: 4.1, first, to the payment, on a pro rata basis, of costs and expenses of each AgentAgent (to the extent not already reimbursed under the ABL/Term Loan Intercreditor Agreement), as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority AgentRepresentative), which costs and expenses shall be payable in accordance with clause paragraph third of this paragraph clause (db) to the extent that such costs and expenses constitute Junior Priority Obligations); second, second to the payment payment, on a pro rata basis, of the Senior Priority Obligations (other than Excluded Senior Priority Obligations) in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations owing shall have occurred, third, to the payment, on a pro rata basis, of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; fourth, to the payment, on a pro rata basis, of any Excluded Senior Priority Secured Parties represented by each Senior Priority Agent Obligations in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Documents until such Excluded Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed have been paid in writing by and between or among any applicable Senior Priority Agents, full in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby)cash; and fourthfifth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) second and between or among 4.1(e) third of the ABL/Term Intercreditor Agreement. The parties hereto agree that any applicable Agentsproceeds of Collateral to be allocated under such clauses of the ABL/Term Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the ABL/Term Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all the remaining proceeds of Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (ei) of this Section 4.01: 4.1, as follows, first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable AgentsSubject to the terms of the Base Intercreditor Agreement, each Agent forAgent, for and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent)Remedies, which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facilitypayment, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties Creditors represented thereby); , of the Senior Priority Obligations in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations shall have occurred, third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facilitypayment, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties Creditors represented thereby), of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; and fourth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority , except that any Note Excluded Assets and Proceeds thereof received by any Agent in connection with any Exercise of Secured Creditor Remedies shall provide the Senior Priority Representative with such information about the Senior Priority not be applied to any First Lien Note Obligations, Second Lien Note Obligations owing or Additional Obligations to the Senior Priority Secured Parties represented extent provided in Section 7.23. This Agreement constitutes a separate agreement in writing as contemplated by it as they may reasonably request clauses 4.1(c) third and 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated in the order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01set forth above.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) third and between or among 4.1(e) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance -38- with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.4.1. (e)

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourthEXHIBIT I third, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they the Junior Priority Representative may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent forAgent, for and on behalf of itself and the Secured Parties Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any such Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as set forth in the ABL/Term Loan Intercreditor Agreement and, with respect to Collateral and Proceeds paid to the Term Loan Collateral Representative thereunder (or if the ABL/Term Loan Intercreditor Agreement is not then in effect), shall be applied as follows, subject to clause clauses (e) through (h) of this Section 4.01: 4.1, first, to the payment, on a pro rata basis, of costs and expenses of each AgentAgent (to the extent not already reimbursed under the ABL/Term Loan Intercreditor Agreement), as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority AgentRepresentative), which costs and expenses shall be payable in accordance with clause paragraph third of this paragraph clause (db) to the extent that such costs and expenses constitute Junior Priority Obligations); , second, to the payment payment, on a pro rata basis, of the Senior Priority Obligations (other than Excluded Senior Priority Obligations) in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations owing shall have occurred, third, to the payment, on a pro rata basis, of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; fourth, to the payment, on a pro rata basis, of any Excluded Senior Priority Secured Parties represented by each Senior Priority Agent Obligations in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Documents until such Excluded Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed have been paid in writing by and between or among any applicable Senior Priority Agents, full in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby)cash; and fourthfifth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable Agents, each Agent forproceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent agrees, for an on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise after the Discharge of Secured Creditor Remedies Senior Priority Obligations the remaining proceeds of Collateral shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except Any proceeds of Collateral or any other amounts received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as may specified by the Company), (B) a mandatory prepayment (which shall be separately otherwise agreed applied in writing by accordance with Section 2.11), (C) amounts to be used to cash collateralize LC Exposures, (D) amounts to be used to pay in full all Obligations owing to a Lender who is terminating its rights as a Lender under this Agreement pursuant to, or in connection with, a Permitted Amendment under Section 9.02(e), or (ii) after an Event of Default has occurred and between or among any applicable Agents, each Agent for, and on behalf of itself is continuing and the Secured Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent any Issuing Bank or the Swingline Lender under any Loan Document (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties represented thereby(other than in connection with Banking Services or Swap Obligations), hereby agrees that third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all Collateraloutstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and all Proceeds thereof, Swap Obligations (in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs constituting Secured Obligations) and expenses constitute Junior Priority Obligations); secondninth, to the payment of Senior Priority Obligations owing any other Secured Obligation due to the Senior Priority Secured Parties represented Administrative Agent or any Lender by each Senior Priority the Loan Parties. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Company shall pay the break funding payment required in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself Section 2.16. The Administrative Agent and the Senior Priority Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Obligations.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf All proceeds of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, Common Collateral received by the First Lien Collateral Agent (including, without limitation, any Agent interest earned thereon) resulting from the sale, collection or other Disposition of Common Collateral in connection with any Exercise demand for payment or acceleration thereof, the exercise of Secured Creditor Remedies shall be applied as follows, subject any rights or remedies with respect to clause (e) any Common Collateral securing the First Lien Obligations and the Second Lien Obligations or the commencement or prosecution of this Section 4.01: first, to enforcement of any of the payment, on a pro rata basis, of costs rights and expenses of each Agentremedies under, as applicable, the Laurus Security Agreement, the Ancillary Agreements, the Agency Agreement or the Investor Notes, or applicable Law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the UCC of any applicable jurisdiction or under the Bankruptcy Code shall be applied to the First Lien Obligations and Second Lien Obligations as follows: First, to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable fees and expenses of counsel) payable to the First Lien Collateral Agent in connection with such Exercise its capacity as such; Second, to payment of Secured Creditor Remedies that portion of the First Lien Obligations constituting fees payable to the First Lien Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the First Lien Obligations constituting indemnities and other amounts (other than any costs fees, principal and interest) payable to the First Lien Lenders (including the reasonable fees and expenses of any Junior Priority counsel), ratably among them in proportion to the amounts described in this clause Third payable to them; Fourth, to payment of that portion of the First Lien Obligations constituting accrued and unpaid interest on the Loans, ratably among the First Lien Lenders in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the First Lien Obligations constituting unpaid principal of the Loans, ratably under this clause Fifth among the First Lien Lenders in proportion to the aggregate amounts of such Loans owing to First Lien Lenders then due and payable; Sixth, to payment of that portion of the Second Lien Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable fees and expenses of counsel) payable to the Second Lien Collateral Agent in connection with any Exercise its capacity as such; Seventh, to payment of Secured Creditor Remedies by it all other Second Lien Obligations of the Borrower and its Subsidiaries owing under or in willful violation respect of this the Agency Agreement and the Investor Notes, including, without limitation, fees, unpaid principal, accrued and unpaid interest, indemnities and other amounts (as determined in good faith by including the Senior Priority Agent), which costs reasonable fees and expenses shall be of counsel) that are due and payable in accordance with clause third of this paragraph (d) to the extent that Second Lien Collateral Agent and the Second Lien Lenders, ratably based upon the respective aggregate amounts of all such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Second Lien Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents Second Lien Lenders on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby)such date; third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourthLast, the balance, if any, after all of the First Lien Obligations and Second Lien Obligations have been paid in full, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same Borrower or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented otherwise required by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Law.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed Notwithstanding anything to the contrary in writing by this Agreement, (x) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and between or among any applicable Agentsduring the continuance thereof, each Agent for(y) on and after the Revolving Credit Maturity Date, and (z) in the case of any other Event of Default that is continuing: (a) upon the termination of the Revolving Credit Aggregate Commitment, or (b) the acceleration of any Indebtedness arising under this Agreement (other than Commodity Hedging Agreements and Interest Rate Agreements), or (c) at Administrative Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, all proceeds realized from the liquidation or other disposition of Collateral or otherwise received after maturity of the Indebtedness, whether by acceleration or otherwise, shall be applied: (a) first, to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; (b) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Lenders; (c) third, pro rata to payment of accrued interest on behalf Advances; (d) fourth, pro rata to payment of itself principal outstanding on Advances, and the Secured Parties represented thereby, hereby agrees that all Collateral, payment of Lender Hedging Obligations and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause Lender Product Obligations; (e) of this Section 4.01: firstfifth, pro rata to any other Indebtedness; (f) sixth, to the payment, on a pro rata basis, of costs and expenses of each Agent, serve as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith cash collateral to be held by the Senior Priority Agent)Administrative Agent to secure Reimbursement Obligations; and (g) seventh, which costs and expenses any excess, after all of the Indebtedness shall have been paid in full in cash, shall be payable in accordance with clause third of this paragraph (d) paid to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same Borrower or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented otherwise required by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01law.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they the Junior Priority Representative may reasonably request in order to carry out the purposes of this Section 4.01.4.1. Credit and Guaranty Agreement EXHIBIT M

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they the Junior Priority Representative may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except Any proceeds of Collateral or any other amounts received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as may specified by the Company), (B) a mandatory prepayment (which shall be separately otherwise agreed applied in writing by accordance with Section 2.11), (C) amounts to be used to cash collateralize LC Exposures, (D) amounts to be used to pay in full all Obligations owing to a Lender who is terminating its rights as a Lender under this Agreement pursuant to, or in connection with, a Permitted Amendment under Section 9.02(e), or (ii) after an Event of Default has occurred and between or among any applicable Agents, each Agent for, and on behalf of itself is continuing and the Secured Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent any Issuing Bank or the Swingline Lender under any Loan Document (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties represented thereby(other than in connection with Banking Services or Swap Obligations), hereby agrees that third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all Collateraloutstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and all Proceeds thereof, Swap Obligations (in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs constituting Secured Obligations) and expenses constitute Junior Priority Obligations); secondninth, to the payment of Senior Priority Obligations owing any other Secured Obligation due to the Senior Priority Secured Parties represented Administrative Agent or any Lender by each Senior Priority the Loan Parties. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Company shall pay the break funding payment required in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself Section 2.16. The Administrative Agent and the Senior Priority Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Parties represented thereby); third, Obligations. Notwithstanding anything to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent contrary contained in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent 2.18(b), Excluded Swap Obligations with respect to any Loan Party shall provide the Junior Priority Representative not be paid with amounts received from such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Loan Party or such Loan Party's assets.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) second and between or among 4.1(e) third of the Base Intercreditor Agreement. The parties hereto agree that any applicable Agentsproceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise after the Discharge of Secured Creditor Remedies Senior Priority Obligations the remaining proceeds of Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between The proceeds of any sale or among other realization upon all or any applicable Agents, each Agent for, and on behalf part of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as follows, subject to clause (e) of this Section 4.01: first, to by the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Administrative Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement the following order: (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (di) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing constituting fees, indemnities, expenses and other amounts (including Attorney Costs) payable to the Senior Priority Secured Parties represented by Administrative Agent in its capacity as such; (ii) to the payment of all other fees (other than Letter of Credit Fees), expenses, and indemnities for which the Lenders and the L/C Issuer are entitled to payment but have not yet been paid or reimbursed in 76 accordance with the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) to the payment of Obligations constituting accrued and unpaid Letter of Credit Fees and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the Lenders and L/C Issuer in proportion to the respective amounts described in this clause (iii) payable to them; (iv) to the payment of Obligations constituting the Outstanding Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of Obligations under Lender Hedging Agreements, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause (iv) payable to them; (v) to Cash Collateralize the Letters of Credit, and (vi) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate. Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (v) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Subject to the provisions of Article IX and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or Required Revolver Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Senior Priority Agent Lender in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself Agreement and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the related Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Documents.

Application of Proceeds of Collateral. Except as may The proceeds of any sale or other realization upon all or any part of the Collateral shall be separately otherwise agreed applied by the Administrative Agent in writing by and between or among the following order: (a) any applicable Agents, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, amounts received by the Administrative Agent for the account of any Agent in connection with any Exercise of Secured Creditor Remedies Defaulting Lender shall be applied as follows, subject to clause (eprovided in Section 2.15(a)(ii) of in the order otherwise provided in this Section 4.01: first8.03, (b) to the paymentpayment of Obligations constituting fees, on a pro rata basisindemnities, expenses and other amounts (including Attorney Costs) payable to the Administrative Agent in its capacity as such, (c) to the payment of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies all other fees (other than any costs and expenses Letter of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority AgentCredit fees), expenses and indemnities for which costs the Lenders and expenses shall be payable the L/C Issuer Issuers are entitled to payment but have not yet been paid or reimbursed in accordance with the Loan Documents, ratably among them in proportion to the respective amounts described in this clause third of this paragraph (c) payable to them, (d) to the extent that such costs payment of Obligations constituting accrued and expenses constitute Junior Priority Obligations); secondunpaid Letter of Credit fees and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the Lenders and the L/C Issuer Issuers in proportion to the respective amounts described in this clause (d) payable to them, (e) to the payment of Senior Priority Obligations owing constituting the Outstanding Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of Obligations under Lender Hedging Agreements, ratably among the Lenders, the L/C IssuerIssuers, and the Lender Swap Parties in proportion to the Senior Priority Secured Parties represented by each Senior Priority Agent respective amounts described in accordance with this clause (e) payable to them; (f) to Cash Collateralize the applicable Senior Priority Credit FacilityLetters of Credit, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, g) to the payment of Junior Priority the remaining Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balancethen due, if any, in the order and manner the Required Lenders deem appropriate; provided, that in each case with respect to clauses (a) through (g) above, to the Loan extent that any Excluded Swap Obligation exists, payments or the proceeds of any Collateral may not be shared with the Lender Swap Parties to the extent that doing so would violate the Commodity Exchange Act. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (f) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Subject to the provisions of Article IX and provided that Administrative Agent shall not in any event be bound to inquire into or to whomsoever may be lawfully entitled to receive determine the same validity, scope, or as a court priority of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.any