Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured Obligations, including including, but not limited to, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any the Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, to the Agent to reimburse the Agent for that portion of the payments, if any, made by it with respect to Letters of Credit for which a Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of the Credit Agreement, failed to pay its pro rata share thereof as required pursuant to such Section 2.18; THIRD, to the Agent to be held as cash collateral to the extent of the undrawn amounts, if any, of outstanding Letters of Credit; FOURTH, to the payment in full of Unfunded Advances/Participations principal and interest in respect of any Loans outstanding (the amounts so applied to be distributed between or pro rata as among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata Lenders in accordance with the amounts of Unfunded Advances/Participations owed the Loans made by them pursuant to them on the date of any such distributionCredit Agreement); THIRDFIFTH, pro rata to the payment in full of all other Secured Obligations (other than those referred to above) owed to the amounts so applied to be distributed Lenders (pro rata as among the Secured Parties pro rata Lenders in accordance with the amounts of the Obligations owed to them on the date of any such distributiontheir respective Commitments); and FOURTHSIXTH, to the GrantorsGrantor, their its successors or and assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including including, without limitation, pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent Trustee shall apply give the proceeds applicable Grantors ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Trustee’s intention to make any collectionsale of Collateral. Such notice, in the case of a public sale, foreclosure shall state the time and place for such sale and, in the case of a sale at a broker’s board or other realization upon any on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, including or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Trustee may fix and state in the notice (if any) of such sale. At any Collateral consisting of cashsuch sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent Trustee may (in their respective capacities as such hereunder or under any other Loan Documentits sole and absolute discretion) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directdetermine. The Collateral Agent Trustee shall have absolute discretion as not be obligated to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making Trustee until the sale shall be a sufficient discharge to price is paid by the purchaser or purchasers of thereof, but the Collateral so sold and Trustee shall not incur any liability in case any such purchaser or purchasers shall not fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be obligated to see sold again upon like notice. At any public (or, to the application extent permitted by law, private) sale made pursuant to this Security Agreement, any Noteholder may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Noteholder from any Grantor as a credit against the purchase price, and such Noteholder may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Trustee shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the purchase money Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Trustee shall have entered into such an agreement all Defaults shall have been remedied and the Note Obligations paid over in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Trustee may seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of its remedies, with respect to such appointment without prior notice or hearing as to such appointment. To the extent permitted by applicable law, any sale pursuant to the Collateral Agent provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or such officer or be answerable its equivalent in any way for the misapplication thereofother jurisdictions.

Application of Proceeds. The Subject to the Intecreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses and indemnification obligations incurred by the Administrative Collateral Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Noteholder Documents or any of the ObligationsNoteholder Claims, including without limitation all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under any other Loan Noteholder Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Noteholder Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent or the Trustee under any Noteholder Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations Noteholder Claims (the amounts so applied to be distributed among the Indenture Secured Parties pro rata in accordance with the respective amounts of the Obligations Noteholder Claims owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsIssuer, their its successors or assigns, assigns or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Noteholder Claims, the Collateral Agent, Trustee or any Holder is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Noteholder Claims or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Collateral Agent, Trustee or Holder and the Issuer shall be liable to pay to such Collateral Agent, Trustee and the Holders, and shall indemnify the Collateral Agent, Trustee and the Holders and holds the Collateral Agent, Trustee and the Holders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Collateral Agent, Trustee or any Holder in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s, Trustee’s and the Holders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Subject to the terms of the Equal Priority Intercreditor Agreement, all proceeds collected by the Collateral Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 140 In addition, in the event that the Collateral Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Collateral Agent; provided that the Collateral Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such non-cash distribution. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the Except as expressly provided elsewhere in this Agreement, all proceeds of the sale of Collateral by Lender hereunder, and all other monies received by Lender pursuant to the terms of this Agreement (whether through the exercise by Lender of its rights of collection or otherwise), including, without limitation, any collection, sale, foreclosure awards or other realization amounts payable upon any Collateralcondemnation or taking by eminent domain, including any Collateral consisting of cashshall be applied, as promptly as is practicable after the receipt thereof by Lender, as follows: 39 FIRST: to the equal and ratable payment of all reasonable fees, costs and expenses incurred by Lender or any custodian or nominee appointed hereunder which are payable by Borrowers hereunder, if any, if not previously paid by Borrowers, and all reasonable costs and expenses incurred by Lender in connection with any sale of Collateral, including, but not limited to, the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and fees and expenses of outside counsel to Lender in connection therewith, and to the payment of all amounts for which Lender is entitled to indemnification hereunder and all Loans made by Lender hereunder to the account of Borrowers and the payment of all reasonable costs and expenses paid or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred Lender in connection with the exercise of any right or remedy hereunder or hereunder, to the extent that such advances, costs and expenses shall not theretofore have been reimbursed to Lender by Borrowers; SECOND: to the payment to Lender of the interest then due and payable on the Loans; THIRD: to the payment to Lender of the Repayment Amount then due and payable on the Loans; and FOURTH: to the payment to Lender of any other amount owing to Lender under this Agreement and any other Loan Document; SECOND. SECTION 11. MISCELLANEOUS 11.1 Survival of Warranties. All covenants, to agreements, representations and warranties made under this Agreement or in any of the payment other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder, and shall continue in full of Unfunded Advances/Participations (force and effect until the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender full and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the final payment in full and performance of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed of Borrowers to them on the date of any such distribution); Lender under this Agreement and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt all of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.other Loan Documents. 11.2

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, cash as follows: FIRSTFirst, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article II of the Credit Agreement) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts payable to the Secured Parties, ratably as between the Credit Agreement Secured Parties and the Pari Passu Secured Parties (without priority of any one over any other) in proportion to the unpaid amounts of Credit Agreement Obligations and Pari Passu Obligations which such proceeds applies (i) as among the Pari Passu Secured Parties, to such Secured Parties in proportion to the unpaid amounts thereof and (ii) as among the Credit Agreement Secured Parties, as set forth in Section 8.03 of the Credit Agreement; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, Borrower or as a court of competent jurisdiction may otherwise directrequired by Law. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error) and the Administrative Agent shall have no duty to inquire as to the application by the Pari Passu Trustee of any amounts distributed to the Pari Passu Trustee. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02.

Application of Proceeds. The Subject to, if executed, the terms of any Acceptable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent shall apply the from any Credit Party (or from proceeds of any collection, sale, foreclosure Collateral) following any acceleration of the Obligations under this Agreement or other realization upon any Collateral, including any Collateral consisting Event of cash, as followsDefault with respect to the Borrowers under Section 11.4 shall be applied: FIRSTSection 534. first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure any collection or realization sale of the Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsCredit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document to the extent reimbursable hereunder or thereunder; SECONDSection 535. second, to the payment in full of Unfunded Advances/Participations Secured Parties, an amount (the amounts so applied x) equal to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed all Obligations owing to them on the date of any such distribution); THIRD, distribution and (y) sufficient to the payment in full Cash Collateralize all Letters of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them Credit Outstanding on the date of any distribution, and, if such distribution)moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and FOURTHSection 536. third, after all Obligations have been paid in full or otherwise backstopped to the Grantorsextent required hereby, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as ; #96533218v9 provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of application expiration of any all such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Letters of Collateral Credit shall be applied by the Collateral Administrative Agent in the order specified in clauses (including pursuant to a power of sale granted by statute or under a judicial proceeding)a) through (c) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Commodity Exchange Act) shall not be obligated applied to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofits Obligations that are Excluded Swap Obligations.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cashcash and any amounts on deposit in the Special Trust Account, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Security Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Security Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Security Document on behalf of any Grantor either Pledgor and any other reasonable costs or expenses incurred by the Collateral in connection with the exercise of any right or remedy hereunder or under any other Loan Security Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among Credit Agreement Obligations and the Administrative AgentSenior Note Obligations, Swingline Lender and any Issuing Bank pro rata ratably in accordance with the respective amounts of Unfunded Advances/Participations owed to them thereof on the date of any such distribution); THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed Borrowers to them on the date TWEAN under Section 5.19 of any such distribution)this Agreement; and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and its legal counsel, the repayment of all advances made by the Administrative Agent and/or or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable Intercreditor Agreement then in effect and contemplated by the Credit Agreement; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. At such intervals as may be agreed upon by the Issuer and the Collateral Agent (acting with the written consent of the Trustee or Majority Holders), or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may, apply all or any part of the Collateral and/or net Proceeds thereof (after deducting fees and expenses as provided in Section 5.5) realized through the exercise by the Collateral Agent of its remedies hereunder in payment of the Secured Obligations. The Collateral Agent shall apply any such Collateral or Proceeds to be applied in the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as followsfollowing order: FIRSTFirst, to the payment of all costs Collateral Agent to pay incurred and unpaid fees and expenses incurred by under the Administrative Agent or the Collateral Agent Note Documents (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collectionincluding, salebut not limited to, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document); SECONDSecond, to the payment Trustee in full respect of Unfunded Advances/Participations (Secured Obligations then due and owing and remaining unpaid for application by the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata Trustee in accordance with the amounts terms of Unfunded Advances/Participations owed to them on the date of any such distribution)Indenture; THIRDThird, to the payment Trustee in full respect of all other Secured Obligations (the amounts so applied to be distributed among the other than those under clause second above) for prepayment of such Secured Parties pro rata Obligations in accordance with the amounts terms of the Obligations owed to them on the date of any such distribution)Indenture; and FOURTHFourth, any balance of such Proceeds remaining after a Discharge of the Secured Obligations shall be paid over to the Grantors, their successors Issuer or assigns, to whomsoever may be lawfully entitled to receive the same and any Collateral remaining after a Discharge of Secured Obligations shall be returned to the applicable Grantor or as a court of competent jurisdiction to whomsoever may otherwise directbe lawfully entitled to receive the same. The Any Proceeds not applied shall be held by the Collateral Agent as Collateral. In addition, with respect to any proceeds of Insurance received by the Trustee or the Collateral Agent, as applicable, (x) if no Event of Default shall have absolute discretion as occurred and be continuing, (i) such Insurance Proceeds shall be returned to the time of application of any Grantors if permitted or required by the Indenture or (ii) if not so permitted or required by the Indenture, then such proceeds, moneys or balances Insurance Proceeds shall be applied in accordance with this Agreement. Upon any sale Section 5.4 and (y) if an Event of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Default shall have occurred and be continuing, the receipt of the Collateral Agent or of the officer making the sale then such Insurance Proceeds shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable applied in any way for the misapplication thereofaccordance with this Section 5.4.

Application of Proceeds. The Collateral Agent shall shall, subject to the Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, and any other amounts received in its capacity as Collateral Agent under any Noteholder Document, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Noteholder Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Noteholder Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentNoteholder Document and all Collateral Agent’s fees and any other amounts owing to the Trustee or Collateral Agent pursuant to the first paragraph of Section 6.10 of the Indenture; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, Trustee for application pursuant to the payment in full second paragraph of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts Section 6.10 of the Obligations owed to them on the date of any such distribution); and FOURTHIndenture. THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any guarantor of all or any part of the Obligations, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Designated Lender Affiliate that is an Affiliate of Agent, with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, the other Financing Documents, any Ancillary Services or the Collateral; second, to all fees, costs, indemnities and expenses incurred by or owing to any Lender and any Designated Lender Affiliate that is an Affiliate of any Lender, with respect to this Agreement, the other Loan Document Financing Documents, any Ancillary Services or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the ObligationsU.S. Bankruptcy Code, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDfourth, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations owed to them on the date of any such distribution)outstanding; and FOURTHfifth to any other indebtedness or obligations of each Borrower owing to Agent, any Lender or any Designated Lender Affiliate under the Financing Documents or with respect to the Grantors, their successors Ancillary Services. Any balance remaining shall be delivered to Borrowers or assigns, to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the If a Lessor receives a payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) an insurance policy required under a Lease in connection with such collection, sale, foreclosure any Total Loss or realization other loss of or otherwise in connection with this Agreement, any other Loan Document or damage to any of the ObligationsEquipment leased under a Lease, including all court costs and such payment is both unconditional and indefeasible, then provided Lessee shall have complied with the fees applicable provisions of this Section, such Lessor shall either (i) if received pursuant to a Total Loss of any Drilling Rig, Spare Part or Component Part, remit such proceeds to Lessee up to an amount equal to the amount paid by Lessee to such Lessor as the Stipulated Loss Value, or credit such proceeds against any amounts owed by Lessee pursuant to Section 6.3, or (ii) if received with respect to repairs made pursuant to Section 6.1 or replacements of Component Parts or Spare Parts pursuant to Section 6.4 (and expenses solely with respect to any replacements of its agents and legal counsela Removed Part, the repayment Removal Rider), remit such proceeds to Lessee up to an amount equal to the amount of all advances made the costs of such repair or replacement, as the case may be, actually incurred by Lessee, as established to such Lessor’s satisfaction. Any excess insurance proceeds shall be returned to Lessee, so long as no Event of Default and no Default has occurred and is continuing under the Administrative Agent and/or affected Lease. In the Collateral Agent hereunder or under any other Loan Document on behalf event that during the Term of any Grantor and any other costs or expenses incurred in connection with Lease the exercise use of any right Drilling Rig, Spare Part or remedy hereunder Component Part leased thereunder is requisitioned or taken by any governmental authority under any other Loan Document; SECONDthe power of eminent domain or otherwise for a period which does not constitute a Total Loss, Lessee’s obligation to pay all installments of Rent with respect to such Drilling Rig, Spare Part or Component Part shall continue for the payment in full duration of Unfunded Advances/Participations (the amounts so applied such requisitioning or taking. Lessee shall be entitled to be distributed between or among the Administrative Agent, Swingline Lender receive and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of retain for its own account all sums payable for any such distribution); THIRD, period by such governmental authority as compensation for requisition or taking of possession. Any amount referred to the payment in full of all other Obligations (the amounts so applied herein which is payable to Lessee shall not be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed paid to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assignsLessee, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent if it has previously been paid directly to Lessee, shall have absolute discretion as to not be retained by Lessee, if at the time of application such payment an Event of any such proceedsDefault or a Default under the affected Lease shall have occurred and is continuing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral but shall be paid to and held by the Collateral Agent (including pursuant to a power Lessor under such Lease as security for the obligations of sale granted by statute or Lessee under a judicial proceeding)such Lease, the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and at such purchaser or purchasers time as there shall not be obligated continuing any such Default or Event of Default, such amount shall be paid to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofLessee.

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all fees and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Secured Obligations secured by such distribution); THIRD, to the payment in full of all other Obligations Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with based on the respective amounts of the such Secured Obligations owed to them on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in the First Lien Intercreditor Agreement)); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall the proceeds of any collection or sale of any Collateral constituting Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any applicable Other First Lien Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Subject to the payments provisions set forth in the Intercreditor Agreement, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement, all Proceeds received by Collateral Agent shall apply the proceeds in respect of any collectionsale of, salecollection from, foreclosure or other realization upon all or any Collateralpart of the Collateral shall be applied in the following order of priority; provided, that, Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds arising from destruction, damage or condemnation of Collateral and Net Debt Securities Proceeds arising from issuance of Receivables Sales Indebtedness shall be applied as provided in the Credit Agreement and the Intercreditor Agreement: FIRST: To the payment of all costs and expenses of such sale, collection or other realization, including any reasonable compensation to Collateral consisting Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder and all advances made by Collateral Agent hereunder for the account of cashGrantors, as follows: FIRST, and to the payment of all costs and expenses paid or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, to : To the ratable payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (including any Aggregate Available Amount deposited into the L/C Collateral Account for outstanding Letters of Credit, provided that if such Letters of Credit expire without being fully drawn, then at that time, such excess amounts so shall be applied as provided in this Section 18 to be distributed among then outstanding Secured Obligations) (for the Secured Parties pro rata in accordance with the amounts ratable benefit of the Obligations owed holders thereof) and, as to them on obligations arising under the date Credit Agreement, as provided in the Credit Agreement, provided, that, no Proceeds received by Collateral Agent in respect of any such distribution); and FOURTHsale of, to the Grantors, their successors collection from or assigns, other realization upon all or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over Excluded Securities Collateral shall be applied toward payment of obligations in respect of the Existing Xxxxx-Xxxxxxxx Senior Secured Notes or Specified New Senior Debt (and neither the holders thereof nor the New Senior Debt Representative in respect thereof shall be entitled to any increased portion of any Proceeds of any other Collateral due to such exclusion); provided, further, that, in making such application in respect of outstanding obligations under New Senior Debt Documents, the Collateral Agent or shall be entitled to deduct from the share of such officer or be answerable Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (such term being used in any way for this Section 18 as defined in Section 7(c) of the misapplication thereof.Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; and

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses and indemnification amounts incurred by the Administrative Collateral Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under any other Loan Indenture Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Indenture Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Collateral Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 5.02, that each applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent At such intervals as may be agreed upon by Borrower and Lender, or, if an Event of Default shall have occurred and be continuing, at any time at Lender’s election, Lender may apply all or any part of Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateralpart of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, including the Proceeds from the sale of, or other realization upon, all or any part of the Collateral consisting in payment of cash, as followsthe Secured Obligations shall be applied in the following order: FIRST, to the payment of all costs fees, costs, expenses and expenses incurred by the Administrative Agent or the Collateral Agent indemnities of Lender (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligationssuch), including all court costs and the fees and expenses of its agents and legal counselAttorney Costs, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral or expenses incurred to preserve its security interest in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral, until paid in full; SECOND, to the payment of all of the Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to Lender, until paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)full; THIRD, to the payment in full of all other Secured Obligations (the amounts so applied consisting of principal or Hedging Obligations owing to be distributed among the Secured Parties pro rata Lender, until paid in accordance with the amounts of the Obligations owed to them on the date of any such distribution)full; and FOURTH, to the Grantorspayment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, their successors or assignsuntil paid in full; FIFTH, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time payment of application all other Secured Obligations owing to Lender, until paid in full; and SIXTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofamounts.

Application of Proceeds. The Collateral Agent All monies received by the Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall apply subject to statutory priorities (if any), be applied by the proceeds Bank:- FIRST in payment of any collectionquit rents, sale, foreclosure or taxes assessments fees lawful outgoing and other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, fees due and payable to the relevant authorities by the Customer and / or the Assignor in respect of the Property or any other property charged or assigned to the Bank as security for the Secured Amounts; SECOND in payment of all costs costs, charges and other expenses incurred and payments made by the Administrative Agent Bank or any other Security Documents (if any) and any other taxes payable under any written law for the Collateral Agent time being in force on the disposal of the Property; THIRD in or towards payment to the Bank of the Secured Amounts due and remaining unpaid and of all other monies due and remaining unpaid under this Assignment and Master Facility Agreement; FOURTH in or towards payment to the Customer and/or the Assignor’s liabilities to the Bank (in their respective capacities as whether such hereunder liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other Loan Document) in connection with such collectionaccounts of whatsoever nature, sale, foreclosure agreement or realization contract or otherwise with the Bank and all such monies available under this premise are specially held in connection with this Agreement, trust for the Bank for the satisfaction of such liabilities; and FIFTH any other Loan Document surplus shall be paid to such person entitled thereto. PROVIDED ALWAYS THAT the Bank may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right of the Bank to receive the full amount to which it would have been entitled if the primary order had been observed or any of lesser amount which the Obligations, including all court costs and sum ultimately realized from the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, security may be sufficient to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofpay.

Application of Proceeds. The In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent Trustee or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Indenture Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Obligations (or any such costs and expenses incurred by a trustee or a collateral agent in connection with Other Second-Lien Obligations), including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Trustee or Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied Obligations owed to be distributed between or among the Administrative Agent, Swingline Lender Holders and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations Other Second-Lien Obligations owed to them on the date holders of any such distribution); THIRD, to the payment in full of all other Obligations Indebtedness (the amounts so applied to be distributed among the Secured Parties Holders and any holders of Other Second-Lien Obligations pro rata in accordance with the amounts of the Obligations owed to them the Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 6.02. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment date and the amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The All cash proceeds received by the Collateral Agent shall apply the proceeds in respect of any collectionsale of, salecollection from, foreclosure or other realization upon all or any Collateral, including any part of the Collateral consisting of cash, as follows: FIRST, pursuant to the payment of all costs and expenses incurred exercise by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses it of its agents and legal counselremedies as a secured party as provided in Section 9 of this Agreement shall, in the repayment discretion of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender be held by the Collateral Agent as collateral for, and then at any Issuing Bank pro rata in accordance with time thereafter shall, upon instruction from the amounts of Unfunded Advances/Participations owed to them on the date Administrative Agent, be applied (after payment of any such distribution); THIRD, amounts payable to the Collateral Agent pursuant to Section 10.4 of the Credit Agreement) in whole or in part against, all or any part of the Second Priority Obligations in such order as provided for in the Credit Agreement and the Intercreditor Agreement. Any surplus of such cash or cash proceeds held by the Collateral Agent and remaining after payment in full of all other the Second Priority Obligations (shall be promptly paid over to the amounts so applied Grantors or to whomever may be distributed among at such time lawfully entitled to receive such surplus. Each Grantor shall remain liable for any deficiency if the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date proceeds of any such distribution); sale, collection or other realization are insufficient to pay its Second Priority Obligations and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application fees and disbursements of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral attorneys employed by the Collateral Agent or any Second Priority Secured Party to collect such deficiency. Section 11. No Waiver, Discontinuance Of Proceeding. (including pursuant to a a) Each and every right, power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over remedy hereby specifically given to the Collateral Agent or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy specifically given under this Agreement, the Credit Agreement or the other Loan Documents now or hereafter existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such officer order as may be deemed expedient by the Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be answerable deemed a waiver of the right to exercise any other or others. No delay or omission of the Collateral Agent in the exercise of any such right, power or remedy and no renewal or extension of any of the Second Priority Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any default or Event of Default or an acquiescence therein. No notice to or demand on any Grantor in any way for case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the misapplication thereof.rights of the Collateral Agent to any other or further action in any circumstances without notice or demand. In the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment. (b) In the event the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement, the Credit Agreement or the other Loan Documents by foreclosure, sale, entry or otherwise, and such proceeding shall have been

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, secured by such Collateral, including without limitation all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied Secured Obligations to be further distributed between or among to the Administrative Agent, Swingline Lender and any Issuing Bank pro rata Secured Parties in accordance with the amounts order of Unfunded Advances/Participations owed to them on priority set forth in Section 7.02 of the date of any such distribution)Credit Agreement; and THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall ------------------------ apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Transaction Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Transaction Document; SECOND, to the payment Collateral Agent for distribution to the Secured Parties as provided in full Section 4.01 of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to Intercreditor Agreement for the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution)Secured Parties; and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to the Second Lien Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all fees and reasonable costs and expenses incurred by the Administrative Agent or and/or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Notes Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Notes Indenture Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent Notes Trustee hereunder or under any other Loan Notes Indenture Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Notes Indenture Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Secured Obligations secured by such distribution); THIRD, to the payment in full of all other Obligations Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with based on the respective amounts of the such Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Agent, with consultation of the Notes Trustee, shall have absolute discretion as to determine the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the representative amounts referred to in this Section 5.02, that each applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of any Borrower or any guarantor of all or any part of the Obligations, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRST, to the payment of all costs fees, costs, indemnities and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Designated Lender 59 Affiliate that is an Affiliate of Agent, with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, the other Financing Documents, any other Loan Document Ancillary Services or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all fees, costs, indemnities and expenses incurred by or owing to be distributed between or among the Administrative Agent, Swingline any Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date Designated Lender Affiliate that is an Affiliate of any such distribution)Lender, with respect to this Agreement, the other Financing Documents, any Ancillary Services or the Collateral; THIRD, to accrued and unpaid interest on the payment in full of all other Obligations (including any interest which but for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts provisions of the Obligations owed to them U.S. Bankruptcy Code, would have accrued on the date of any such distributionamounts); and FOURTH, to the Grantorsprincipal amount of the Obligations outstanding; and FIFTH to any other indebtedness or obligations of any Borrower owing to Agent, their successors any Lender or assigns, any Designated Lender Affiliate under the Financing Documents or with respect to Ancillary Services. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds After an event of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or default under any other Loan Document) in connection with Senior Debt Document has occurred and until such collectionevent of default is cured or waived, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any so long as the Discharge of the Obligations, including all court costs and the fees and expenses of its agents and legal counselSenior Obligations has not occurred, the repayment of all advances made by the Administrative Agent and/or the Shared Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied: (a) first, by the Designated Senior Representative to the Senior Obligations in such order as specified in the First Lien Intercreditor Agreement and the relevant Senior Debt Documents until the Discharge of Senior Obligations has occurred (together with, in the case of repayment of any right revolving credit or remedy hereunder or under similar loans, a permanent reduction in the commitments thereunder), (b) second, shall be applied by the Designated Junior Representative to the Junior Priority Debt Obligations in such order and as specified in the relevant Junior Priority Debt Documents (subject to the terms of any other Loan Document; SECONDapplicable intercreditor agreements entered into among the Junior Priority Debt Parties and that is contemplated by this Agreement) until Discharge of Junior Priority Debt Obligations, and (c) third, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDrelevant Grantor or, to the payment in full extent directed by such Grantor or a court of all other Obligations (competent jurisdiction, to whomever may be lawfully entitled to receive the amounts so applied then remaining amount to be distributed among distributed. Upon the Secured Parties pro rata in accordance with the amounts Discharge of the Obligations owed to them on the date of any such distribution); and FOURTHSenior Obligations, each Senior Representative shall deliver promptly to the GrantorsDesignated Junior Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, their successors or assignswith any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Junior Representative to the Junior Priority Debt Obligations in such order as specified in the relevant Junior Priority Debt Documents. The Collateral Agent In exercising remedies, whether as a secured creditor or otherwise, no Senior Representative shall have absolute discretion as any obligation or liability to the time of application Designated Junior Priority Representative or to any other Junior Priority Debt Party, and no Junior Priority Representative shall have any obligation or liability to any Senior Representative or to any other Senior Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, except solely for an action or omission that breaches the express obligations undertaken by such proceeds, moneys or balances in accordance with Person under the terms of this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to the applicable provisions of the Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, and the amounts paid or caused to be paid by any Guarantor in accordance with Article 2, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts Section 11.02 of the Credit Agreement; THIRD, unless the Notes Agent shall have notified the Collateral Agent that the Discharge of Notes Obligations owed has occurred, to them on the date of any such distribution)Notes Agent; and FOURTH, if the Notes Agent shall have notified the Collateral Agent that the Discharge of Notes Obligations has occurred, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directdirect or as otherwise required by the Intercreditor Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent or of the officer making the proceeds of any sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.

Application of Proceeds. The Collateral Agent shall apply the proceeds received by the Collateral Agent in respect of any collectionsale of, sale, foreclosure collection from or other realization upon all or any Collateralpart of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies, including together with any other sums then held by the Collateral consisting of cashAgent pursuant to this Agreement, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure sale or realization or otherwise in connection with this Agreement, any other Loan Note Document or any of the Obligations, including without limitation all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Note Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Note Document in its capacity as Collateral Agent or as Trustee; SECOND, to interest due in respect of the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Obligations which such distribution)Pledged Collateral secures; THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts principal of the Obligations owed to them on the date of any which such distribution)Pledged Collateral secures; and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply proceeds of any sale of any Vessel or Vessels made either under the power of sale hereby granted to the Mortgagee or under a judgment or decree in any judicial proceedings for the foreclosure of this Mortgage or for the enforcement of any remedy granted to the Mortgagee hereunder, any net earnings arising from the management, charter or other use of such Vessel or Vessels by the Mortgagee under any of the powers herein contained or by law provided and the proceeds of any collectionand all Insurances and any claims for damages on account of such Vessel or Vessels or the Owner of any nature whatsoever and any Requisition Compensation, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, shall be applied as follows: FIRSTFirst, to the Mortgagee in an amount sufficient to pay in full the costs and expenses of the Mortgagee in connection with any sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Mortgagee in connection therewith, including, without limitation, attorneys’ fees and costs, whether by reason of any sale, retaking, management or operation of any Vessel or Vessels and all other sums payable to the Mortgagee hereunder by reason of any expenses or liabilities incurred or advances made by it for the protection, maintenance and enforcement of the security or of any of its rights hereunder or in the pursuit of any remedy hereby conferred; and at the option of the Mortgagee to the payment of all costs and expenses incurred by taxes, assessments or liens claiming priority over the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with lien of this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentMortgage; SECONDSecond, to the payment Lenders in full an amount equal to accrued interest then due and payable under this Mortgage and the other Credit Documents (except for Lender Rate Contracts and Lender Bank Products); Third, pari passu and ratably, to (i) the Lenders in an amount equal to the principal amount of Unfunded Advancesthe outstanding Loans and L/Participations (C Borrowings and to Cash Collateralize the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank remaining L/C Obligations on a pro rata basis in accordance with the amounts then outstanding principal amount of Unfunded Advancesthe Loans and L/Participations C Obligations (with the portion allocated to the Revolving Loans, Swing Line Loans and L/C Obligations to be applied first to repay the Swing Line Loans in full, second to repay the Revolving Loans in full and then to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of all L/C Obligations) and (ii) to the Lender(s) and Affiliates thereof to whom obligations are owed in connection with any Lender Rate Contract the terms of which comply with the Credit Agreement to them on the date extent of the associated Termination Value of such Lender Rate Contract, and such proceeds will not be applied to the extent of any excess over such distributionTermination Value in connection with any Lender Rate Contact, until the Obligations (other than obligations under this clause (ii)) have been paid in full and the Revolving Loan Commitments have been terminated; THIRDFourth, to the Lenders in an amount equal to any other Obligations, which are then unpaid (other than any Obligations related to Lender Rate Contracts and Lender Bank Products); Fifth, to the Lenders and Affiliates thereof in an amount equal to any other Obligations related to Lender Rate Contracts the terms of which comply with the Credit Agreement, which are then unpaid; Sixth, to the Lenders and Affiliates thereof in an amount equal to any Obligations related to Lender Bank Products which are then unpaid; and Finally, upon payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHObligations, to the Grantors, their successors person legally entitled thereto. In the event that the proceeds are insufficient to pay the amounts specified in paragraphs “First,” “Second,” “Third,” “Fourth,” “Fifth” or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)“Sixth” above, the receipt of the Collateral Agent or of the officer making the sale Mortgagee shall be a sufficient discharge entitled to collect the purchaser balance from the Owner or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofother Person liable therefor.

Application of Proceeds. The (a) With respect to Collateral, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including proceeds of any title insurance policy required under any Junior Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral consisting Trustee in the Security Documents, in the following order of cash, as followsapplication: FIRST, to the payment of all amounts payable under this Agreement or the Closing Date Indenture, on account of documented fees, costs and expenses incurred by the Administrative Agent or the Collateral Agent Trustee (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs reasonable and the documented costs, fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document); SECOND, to the repayment of Indebtedness and other obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by a Permitted Lien on the Collateral sold or realized upon, to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to each Junior Lien Representative for each Series of Junior Lien Debt for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are then due and payable in such order as may be provided in the applicable Junior Lien Documents in an amount sufficient to pay in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agentand discharge all outstanding Junior Lien Obligations that are then due and payable, Swingline Lender and any Issuing Bank pro rata ratably in accordance with the amounts aggregate outstanding principal amount of Unfunded Advances/Participations owed to them on the date Junior Lien Obligations held by holders of such Series of Junior Lien Debt; provided that, if any holder of any Series of Junior Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such distribution); THIRDseparate collateral, the amount of Junior Lien Obligations with respect to such Series of Junior Lien Debt included in the payment in full foregoing shall be reduced by the amount of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution)proceeds from such separate collateral; and FOURTH, any surplus then remaining shall be paid to the Grantors, Grantors or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time For purposes of application of any such this Section 3.4(a), “proceeds, moneys or balances in accordance with this Agreement. Upon any sale ” of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute includes any and all cash, securities and other property realized from collection, foreclosure or under a judicial proceeding), the receipt enforcement of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of Trustee’s Liens upon the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application (including distributions of Collateral in satisfaction of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofJunior Lien Obligations).

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. The (a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure the collection or other realization upon sale of any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, Agreement or any other Loan Document Credit Document, or otherwise in connection with any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all such Obligations as shall be owed to be distributed between or among the Administrative AgentAgent (in such capacity) and all such Obligations for fees, Swingline Lender and indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Bank; THIRD, to the payment in full of all the other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata other than Miscellaneous Obligations) secured by such Collateral, ratably in accordance with the amounts of the such Obligations owed to them on the date of any such distribution)application; and FOURTH, to the payment in full of any Miscellaneous Obligations (other than the Miscellaneous Obligations described in clause (c) of the definition of Miscellaneous Obligations) secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application; FIFTH, to the payment in full of any Miscellaneous Obligations described in clause (c) of the definition of Miscellaneous Obligations secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application; SIXTH, to the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement for application as provided therein to satisfy obligations secured by Liens on the Collateral created thereunder or under the “Other Security Documents” (as defined therein) that are junior to the Liens created hereunder and under the Other Security Documents; SEVENTH, if the Second Lien Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement that there are no persons entitled under the Second Lien Guarantee and Collateral Agreement to receive such proceeds or cash, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and EIGHTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

Application of Proceeds. The Collateral Agent shall apply After the occurrence of an Event of Default and acceleration of the Obligations, all proceeds realized from any Borrower or on account of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, shall be applied as follows: FIRST, to payment of that portion of the Obligations (excluding Obligations set forth in clause (c) of the definition thereof) constituting fees and indemnities due to the Agent, the Lenders and the Issuing Bank under the Loan Documents, and the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Borrower or Facility Guarantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or hereunder, under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender accrued and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them unpaid interest and principal on the date of any such distribution)Swingline Loans; THIRD, to the payment in full of all other Obligations (accrued and unpaid interest on the amounts so applied to be distributed among the Secured Parties Revolving Loans; FOURTH, pro rata in accordance with to the amounts payment of the Obligations owed to them outstanding principal on the date of any such distribution)Revolving Loans; and FOURTHFIFTH, to the GrantorsCash Collateral Account as collateral for Letter of Credit Outstandings up to 105% thereof; SIXTH, to the payment of all Obligations of the Borrowers and Facility Guarantors set forth in clause (c)(i) of the definition of Obligations; SEVENTH, to the payment of all Obligations of the Borrowers and Facility Guarantors set forth in clause (c)(ii) of the definition of Obligations; and EIGHTH, to the Borrowers, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as Notwithstanding the foregoing, Excluded Swap Obligations with respect to the time of application of any such proceeds, moneys Borrower or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Facility Guarantor shall not be obligated paid with amounts received from such Borrower or Facility Guarantor or its assets, but appropriate adjustments shall be made with respect to see payments from other Loan Parties to preserve the application of any part of the purchase money paid over allocation to the Collateral Agent or such officer or be answerable Obligations otherwise set forth above in any way for the misapplication thereofthis Section.

Application of Proceeds. The Pari Passu Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, ratably to the payment of all costs and expenses incurred by the Pari Passu Collateral Agent, the Administrative Agent or and any similar agents under the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Pari Passu Documents in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Pari Passu Document or any of the Pari Passu Obligations, including all court costs and the fees and expenses of its agents agents, professional advisors and legal counsel, the repayment of all advances made by the Pari Passu Collateral Agent, the Administrative Agent and/or and any similar agents under the Collateral Agent Pari Passu Documents hereunder or under any other Loan Pari Passu Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Pari Passu Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Pari Passu Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Pari Passu Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Pari Passu Collateral Agent shall have absolute discretion as to the time of application of promptly apply any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Pari Passu Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Pari Passu Collateral Agent or of the officer making the sale of any such proceeds shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pari Passu Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding anything herein to the contrary, it is understood and agreed that no proceeds of any collection or sale of Collateral (including any Collateral consisting of cash) of the Borrower or any Grantor (other than ParentUDW) shall be applied to satisfy the Pari Passu Obligations of ParentUDW.

Application of Proceeds. The Administrative Agent and the Collateral Agent shall apply (a) the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, and (b) any amounts received in respect of the Obligations following the termination of the Commitments and any of the Loans becoming due and payable pursuant to Section 7.01, in each case as follows: follows (subject to the Intercreditor Agreement): FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such any collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and Loan Party, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, any amounts for which the Administrative Agent and/or the Collateral Agent is entitled to indemnification, fees, or reimbursement of costs or expenses under the terms of any Loan Document, and any other Obligations owed to the Administrative Agent and/or the Collateral Agent, in their respective capacities as such hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations all Obligations consisting of interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank Lenders pro rata in accordance with the amounts of Unfunded Advances/Participations the Loans owed to them on the date of any such distribution); THIRD, to the payment in full of all Obligations (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) consisting of unpaid principal amount of the Loans and any premium thereon or breakage or termination fees, costs or expenses related thereto (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); FOURTH, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHFIFTH, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent and the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys moneys, balances or balances amounts in accordance with this AgreementAgreement and the other Loan Documents. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent, and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement or the other Financing Documents; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement or the other Financing Documents; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Collateral Agent (in their respective capacities as Financing Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. The (a)Unless otherwise required by applicable law, the Collateral Agent shall shall, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure the collection or other realization upon sale of any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, Agreement or any other Loan Document Credit Document, or otherwise in connection with any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all such Obligations as shall be owed to be distributed between or among the Administrative AgentAgent (in such capacity) and all such Obligations for fees, Swingline Lender and indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Bank; THIRD, to the payment in full of all the other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata secured by such Collateral, ratably in accordance with the amounts of the such Obligations owed to them on the date of any such distribution)application; and FOURTH, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and FIFTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien THE GOODYEAR TIRE & RUBBER COMPANY SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

Application of Proceeds. The In accordance with, and to the extent consistent with, the terms of the Secured Notes Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document or any of the Obligations, including without limitation all court costs and the fees and expenses of its agents and legal counselcounsel for the Collateral Agent, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Note Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Note Document or any Security Document in its capacity as such; SECOND, to interest in respect of the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Obligations which such distribution)Collateral secures; THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts principal of the Obligations owed to them on the date of any which such distribution)Collateral secures; and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Subject to the Intercreditor Agreement, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by by, and all indemnity and fee obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to, the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment Payment in full Full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amounts received from any Excluded Swap Guarantor shall be applied to any Excluded Swap Obligations of such Excluded Swap Guarantor. The Collateral Administrative Agent shall have absolute discretion (in accordance with the Intercreditor Agreement) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The In accordance with, and to the extent consistent with the Intercreditor Agreement and subject to Article 12 of the Indenture, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Security Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Indenture Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among Security Obligations in the Administrative Agent, Swingline Lender and any Issuing Bank pro rata manner provided in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution)Indenture; and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The In accordance with, and to the extent consistent with the Intercreditor Agreement and the Indenture, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The (a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of the collection or sale of any collection, sale, foreclosure or other realization upon Collateral securing any CollateralObligations, including any Collateral consisting of cash, as follows: FIRST, to the payment of all fees, costs and expenses due to or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collectioncollection or sale or otherwise due to or incurred in connection with this any Noteholder Document, salethe Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the such Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under the Indenture or under any other Loan Document Designated Pari Passu Obligations Governing Documents on behalf of any Grantor and any other fees, costs or expenses incurred in connection with the exercise of any right or remedy hereunder or otherwise in connection herewith or under any other Loan Noteholder Document, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents (in each case, insofar as they relate to such Obligations) at the direction or for the benefit of holders of such Obligations; SECOND, to the payment of all other Obligations secured by such Collateral on an equal and ratable basis to the extent and in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among manner provided in the Administrative Agent, Swingline Lender Indenture and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Designated Pari Passu Obligations Governing Documents; and THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply So long as the proceeds Discharge of Senior Claims has not occurred, any Proceeds of any collection, sale, foreclosure Common Collateral paid or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, payable to the payment of all costs and expenses incurred by First-Lien Administrative Agent, the Administrative Senior Credit Agent, the Senior Noteholder Collateral Agent or the Collateral Agent (Senior Trustee as provided in their respective capacities as such hereunder section 3.1(b) or under pursuant to the enforcement of any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Security Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder with respect to the Common Collateral under the Senior Lender Documents or the Senior Noteholder Documents, together with all other Proceeds received by any Person (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any Common Collateral (or the Proceeds thereof whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding (except under any other Loan Document; SECONDplan of reorganization approved by the Senior Creditors or as provided in Section 6.6) with respect to any Grantor as debtor, to shall be applied by the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the First-Lien Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on Senior Credit Agent, the date of any such distribution); THIRD, Senior Noteholder Collateral Agent or the Senior Trustee to the payment Senior Claims in full such order as specified in the relevant Senior Lender Documents and/or Senior Noteholder Documents. Upon the Discharge of all other Obligations (Senior Claims, the amounts so applied to be distributed among First-Lien Administrative Agent and/or the Secured Parties pro rata in accordance with Senior Credit Agent and/or the amounts of Senior Trustee and/or the Obligations owed to them on Senior Noteholder Collateral Agent and/or the date of any such distribution); and FOURTHMortgage Tax Collateral Agent, as applicable, shall deliver to the GrantorsJunior Trustees any Proceeds of Common Collateral held by it in the same form as received, their successors or assigns, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as , to be applied by the Junior Trustees to the time Junior Noteholder Claims in such order as specified in the Junior Noteholder Collateral Documents or, if not specified therein, ratably to each such Junior Trustee based on the respective amount of application of any Junior Noteholder Claims owed under the Junior Noteholder Documents in which respect such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofJunior Trustee is acting.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Pledged Collateral, including any Pledged Collateral consisting of cash, as followsfollows to the fullest extent permitted by applicable law: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with or reasonably related or reasonably incidental to such collection, sale, foreclosure collection or realization sale or otherwise in connection with or related or incidental to this Agreement, any other Loan Document Pledge Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent (in its sole discretion) hereunder or under any other Loan Document on behalf of any Grantor National Rural and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, to the payment to Fxxxxx Mac in full of Unfunded Advances/Participations (the amounts so applied Obligations; such payment to be distributed between or among for an amount certified in a Fxxxxx Mac Notice delivered to the Administrative Agent, Swingline Lender Collateral Agent as being the amount due and any Issuing Bank pro rata in accordance with owing to Fxxxxx Mac under the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Obligations; and THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHNational Rural, to the Grantors, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any Collateral, including sale of the Collateral as well as any Collateral consisting of cash, as followsat any time after receipt in the following order: FIRSTFirst, on a pro rata basis, to the payment of all costs and expenses incurred by the Administrative Agent or amounts due to the Collateral Agent (in their respective capacities as such hereunder Agent, the Trustee or any Authorized Representative under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsIndenture Documents or the Additional Second Lien Agreements; Second, including all court costs and on a pro rata basis to any Second Lien Secured Party which has theretofore advanced or paid any fees to the fees and expenses of its agents and legal counselCollateral Agent, the repayment of all advances made Trustee or any Authorized Representative, an amount equal to the amount thereof so advanced or paid by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document such Second Lien Secured Party and for which such Second Lien Secured Party has not been previously reimbursed; Third, on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDa pro rata basis, to the payment of, without duplication, all principal and other amounts then due and payable in respect of the Second Lien Obligations; and Last, the balance, if any, after all of the Second Lien Obligations have been indefeasibly paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDcash, to the payment in full Company on behalf of all other Obligations (the amounts so applied Grantors or as otherwise required by Applicable Law. or, after the payments pursuant to be distributed clause First above, if an intercreditor agreement has been entered into among the Secured Parties pro rata in accordance with the amounts holders of the Obligations owed to them on the date of any such distribution); and FOURTHSecond Lien Obligations, pursuant to the Grantors, their successors or assigns, or as a court terms of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreementintercreditor agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Credit Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Creditors in accordance with the amounts Section 11.11 of the Obligations owed to them on the date of any such distributionCredit Agreement); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent or of the officer making the proceeds of any sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.

Application of Proceeds. The Subject to the Orders and the terms of the Credit Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement, unless the Required Lenders direct otherwise. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The proceeds of any sale or other disposition of the Collateral Agent shall apply be applied by Crestmark, first upon all expenses authorized by this Agreement, the Collateral Documents or by law, including reasonable attorney's fees incurred by Crestmark; the balance of the proceeds of any collection, sale, foreclosure such sale or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, disposition shall be applied to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any Indebtedness, first to interest, then to principal, then to other Loan Document) in connection with such collectionIndebtedness, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counselsurplus, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDif any, shall be paid over to the payment in full of Unfunded Advances/Participations (the amounts so applied Borrower or to such other Person or Persons as may be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directentitled thereto under applicable law. The Collateral Agent Borrower and Guarantor shall have absolute discretion as remain liable for any deficiency, which the Borrower or Guarantor shall pay to the time of application of any such proceeds, moneys or balances in accordance with this AgreementCrestmark immediately upon demand. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Nothing herein contained shall be a sufficient discharge construed to the purchaser make Crestmark an agent or purchasers Trustee of the Collateral so sold Borrower for any purpose whatsoever, and such purchaser or purchasers Crestmark shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that Crestmark's act or omission constituted gross negligence or willful misconduct). Crestmark shall not, under, circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that Crestmark's error, omission or delay constituted gross negligence or willful misconduct). Crestmark does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to Crestmark, and Crestmark shall not be answerable responsible in any way for the misapplication performance by the Borrower or Guarantor of any kind of the terms and conditions thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent, and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. or owing to any Lender with respect to this Agreement, the other Loan Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the ObligationsBankruptcy Code, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDfourth, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations owed to them on the date of any such distribution)outstanding; and FOURTH, fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Grantors, their successors Financing Documents. Any balance remaining shall be delivered to Borrowers or assigns, to whoever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collectioncollection or sale of Collateral in accordance with the terms specified in Section 2.01(b) of the Intercreditor Agreement. In the event no Intercreditor Agreement is in effect at any time, sale, foreclosure the Collateral Agent shall apply the proceeds of any collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all agent’s fees and collateral management fees of the Collateral Agent and all fees, costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document, any other LC Facility Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, all amounts payable in respect of Indemnified Liabilities (as defined in the Real Estate Collateral Management Agreement) to the extent such Indemnified Liabilities are matured, payable and owing to the Collateral Agent and its related Indemnified Parties (as defined in the Real Estate Collateral Management Agreement), the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder hereunder, under any other Note Document or under any other Loan LC Facility Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder hereunder, under any other Note Document or under any other Loan LC Facility Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other LC Facility Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the LC Facility Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of the Notes Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Notes Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to establish and maintain as a blocked account under the sole dominion and control of the Collateral Agent, a restricted deposit account designated as “Xxxx Homes Collateral Account” into which the Collateral Agent may deposit proceeds of Collateral. All amounts at any time held in the Collateral Account shall be beneficially owned by Grantors but shall be held in the name of the Collateral Agent hereunder, as collateral security for the Obligations upon the terms and conditions set forth herein. Grantors shall have absolute discretion no right to withdraw, transfer or, except as expressly set forth herein or in the Intercreditor Agreement, otherwise receive any funds deposited into the Collateral Account. Cash held by the Collateral Agent in the Collateral Account shall not be invested by the Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Intercreditor Agreement. Subject to the time Collateral Agent’s rights hereunder, any interest, if any, earned on deposits of application of any cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Account. The Collateral Agent is hereby authorized to establish and maintain accounts at such proceeds, moneys banking institutions necessary or balances appropriate to receive and distribute proceeds in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Section 5.02, the receipt of Security Documents, the Collateral Agent or of LC Facility Documents and the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofNotes Documents.

Application of Proceeds. The Collateral If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall may apply all or any part of Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateralpart of the Collateral in payment of the Secured Obligations in such order as the Administrative Agent shall determine in its discretion, including whether or not the Secured Obligations shall then be due. Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by the Administrative Agent, the Proceeds from the sale of, or other realization upon, all or any part of the Collateral consisting in payment of cash, as followsthe Secured Obligations shall be applied in the following order: FIRST, to the payment of all costs fees, costs, expenses and expenses incurred indemnities of the Administrative Agent (in its capacity as such), including Attorney Costs, and any other Secured Obligations owing to the Administrative Agent in respect of sums advanced by the Administrative Agent or to preserve the Collateral Agent (or to preserve its security interest in their respective capacities as such hereunder or under any other Loan Document) the Collateral, until paid in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentfull; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among all fees, costs, expenses, reimbursements and indemnities of the Administrative Agent, Swingline Lender and any Issuing Bank pro rata until paid in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)full; THIRD, to the payment in full of all other Secured Obligations (consisting of fees, costs, expenses, reimbursements and indemnities owing to the amounts so applied to be distributed Lenders, ratably among the Secured Parties pro rata Lenders in accordance with proportion to the respective amounts of the Obligations owed to them on the date of any such distribution)described in this clause THIRD held by them, until paid in full; and FOURTH, to the Grantors, their successors or assigns, or as a court payment of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as all Secured Obligations consisting of accrued and unpaid interest owing to the time Lenders, ratably among the Lenders in proportion to the respective amounts described in this clause FOURTH payable to them, until paid in full; FIFTH, to the payment of application all Secured Obligations consisting of principal owing to the Lenders, ratably among the Lenders in proportion to the respective amounts described in this clause FIFTH held by them, until paid in full; SIXTH, to the payment of all Secured Obligations consisting of Bank Product Obligations and Hedging Obligations owing to the Lenders or their Affiliates, ratably among the Lenders and their Affiliates in proportion to the respective amounts described in this clause SIXTH held by them, until paid in full; SEVENTH, to the payment of all other Secured Obligations owing to the Lenders until paid in full; and EIGHTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofamounts.

Application of Proceeds. The Collateral Agent shall Landlord may use or apply the proceeds of any collection, sale, foreclosure whole or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over amounts drawn on the Letter of Credit (the “Proceeds”) for the payment of Tenant’s obligations under this Lease. Any Proceeds not otherwise applied to amounts then due Landlord shall serve as security for the Collateral Agent prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Tenant’s obligation to furnish the Letter of Credit and any use, application or such officer retention by Landlord of all or any part of the Proceeds shall not be answerable deemed in any way to constitute liquidated damages for any default by Tenant, or to limit the remedies to which Landlord is otherwise entitled under the terms of this Lease. In the event the Proceeds are reduced below the LC Amount by such use or application, Tenant shall deposit with Landlord, within ten (10) days after notice, an amount sufficient to restore the amount of the Proceeds to the LC Amount. Landlord shall not be required to keep the Proceeds separate from Landlord’s general funds or pay interest on the Proceeds. Provided Tenant has performed all of its obligations under this Lease, any remaining portion of the Proceeds shall be returned to Tenant within thirty (30) days subsequent to the expiration of this Lease. No trust or fiduciary relationship is created herein between Landlord and Tenant with respect to the Proceeds. If Landlord transfers the Premises during the Term of this Lease, Landlord shall pay the Proceeds to Landlord’s successor-in-interest, in which event the transferring Landlord shall be released from all liability for the misapplication thereofreturn of the Proceeds.

Application of Proceeds. The After the exercise of remedies provided for in Section 7.01, subject to any applicable Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collectioncollection or, saleprior to the Collateral and Guarantee Release Date, foreclosure or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: . FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counselcounsel payable under Section 9.03 of this Agreement, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument payable to the Collateral Agent; SECOND, to the payment of amounts then due and owing and remaining unpaid in full respect of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the repayment of any remaining Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations then held by the Secured Parties) (other than contingent indemnification obligations not yet due and owing); and FOURTH, after no Letters of Credit shall be outstanding (other than Letters of Credit cash-collateralized to the Grantorsreasonable satisfaction of the Issuing Bank) and the Commitments shall have been terminated, any remaining balance shall be paid to the Loan Parties, their successors or and assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon Prior to the Collateral and Guarantee Release Date, upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. For the avoidance of doubt, notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. The Collateral Agent If the Trustee shall apply exercise any of the powers conferred upon it by this Article Four, all payments made by the Company to the Trustee, and the proceeds of any collectionjudgment collected from the Company by the Trustee, sale, foreclosure and the proceeds of every sale or other realization upon lease by the Trustee of any of the Collateral, including together with any Collateral consisting other sums which may then be held by the Trustee under any of cash, as follows: FIRST, to the provisions hereof (other than sums held in trust for the payment of specific Notes or a part thereof, or interest thereon), shall be applied by the Trustee to the payment, in the following order of priority, (a) of all costs and proper charges, expenses or advances made or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata Trustee in accordance with the amounts provisions of Unfunded Advances/Participations owed to them this Agreement and (b) of the interest then due, with interest on overdue interest at the date of any such distribution); THIRDPenalty Rate, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts extent legally enforceable, and of the Obligations owed to them on Make-Whole Amount then due, if any, with interest thereon at the date of any such distribution); and FOURTHPenalty Rate, to the Grantorsextent legally enforceable, their successors or assignsand of the principal of all the outstanding Notes, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent with interest thereon at the Penalty Rate, to the extent legally enforceable, from the last preceding interest payment date, whether such Notes shall have absolute discretion as then matured by their terms or not, all such payments to be pro rata and in full if such proceeds shall be sufficient, and if not sufficient, then first to interest, then to the time of application of any Make-Whole Amount and then to principal. After all such proceeds, moneys or balances payments shall have been made in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)full, the receipt title to any of the Collateral Agent remaining unsold shall be conveyed by the Trustee to the Company free from any further liabilities or obligations to the Trustee hereunder. If after applying all such sums of money realized by the Trustee as aforesaid there shall remain any amount due to the Trustee under the provisions hereof, the Company agrees to pay the amount of such deficit to the Trustee. If after applying as aforesaid the sums of money realized by the Trustee there shall remain a surplus in the possession of the officer making the sale Trustee, such surplus shall be a sufficient discharge paid to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofCompany.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower, and subject to the Intercreditor Agreement, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject to the Intercreditor Agreement, all payments (including the proceeds of any collectionAsset Disposition or other sale of, sale, foreclosure or other realization upon upon, all or any part of the Collateral, including any Collateral consisting ) received after acceleration of cash, the Obligations shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Lender with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, any the other Loan Document Documents or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral; SECOND, to accrued and unpaid interest and Fees with respect to the payment in full Obligations (including any interest which but for the provisions of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative AgentBankruptcy Code, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them would have accrued on the date of any such distributionamounts); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations outstanding (including Swap Reimbursement Obligations but excluding Obligations owed to them on any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the date principal amount thereof or the outstanding face amount of any such distributionLetters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, pro rata among all remaining Scheduled Installments thereof); and FOURTH, FOURTH to any other obligations of Borrower owing to Agent or any Lender under the Grantors, their successors Loan Documents or assigns, any Interest Rate Agreement. Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent Trustee or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Collateral Obligations, including all court costs and costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Administrative Agent and/or Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations Collateral Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations Holders (the amounts so applied to be distributed among the Secured Parties Holders pro rata in accordance with the amounts of the Collateral Obligations owed to them Holders on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor agreement entered into pursuant to the Indenture or any other Notes Document, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts Section 6.10 of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directIndenture. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error). Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and, to the extent set forth herein and in the other Notes Documents, the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

Application of Proceeds. The Collateral If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall may apply all or any part of Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateralpart of the Collateral in payment of the Secured Obligations in such order as the Administrative Agent shall determine in its discretion. Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by the Administrative Agent, including the Proceeds from the sale of, or other realization upon, all or any part of the Collateral consisting in payment of cash, as followsthe Secured Obligations shall be applied in the following order: FIRST, to the payment of all costs fees, costs, expenses and expenses incurred indemnities of the Administrative Agent (in its capacity as such), including Attorney Costs, and any other Secured Obligations owing to the Administrative Agent in respect of sums advanced by the Administrative Agent or to preserve the Collateral Agent (or to preserve its security interest in their respective capacities as such hereunder or under any other Loan Document) the Collateral, until paid in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentfull; SECOND, to the payment of all fees, costs, expenses and indemnities of the Lenders, pro-rata, until paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)full; THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among of the Secured Parties pro rata Obligations in accordance with the amounts respect of the Obligations owed Swing Line Loans to them on the date of any such distribution)Swing Line Lender, until paid in full; and FOURTH, to the Grantorspayment of all of the Secured Obligations (other than Bank Product Obligations and Hedging Obligations) consisting of accrued and unpaid interest owing to any Lender, their successors or assignspro-rata, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as until paid in full; FIFTH, to the time payment of application all Secured Obligations (other than Bank Product Obligations and Hedging Obligations) consisting of principal owing to any Lender, pro-rata, until paid in full; SIXTH, to the payment to the Administrative Agent of an amount equal to all Secured Obligations in respect of outstanding Letters of Credit to be held as cash collateral in respect of such obligations; SEVENTH, to the payment of all Bank Products Obligations and Hedging Obligations owing to any Lender or its Affiliates, pro-rata, until paid in full; EIGHTH, to the payment of all other Secured Obligations owing to each Lender, pro-rata, until paid in full; and NINTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofamounts.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have have, to the fullest extent permitted under applicable law, absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement, all Proceeds received by Collateral Agent shall apply the proceeds in respect of any collectionsale of, collection from, other realization upon, or any distribution on account of all or any part of the Collateral shall be applied in the following order of priority; provided, that, Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds arising from destruction, damage or condemnation of Collateral and Net Debt Securities Proceeds arising from issuance of Receivables Sales Indebtedness shall be applied as provided in the Credit Agreement and the Intercreditor Agreement: FIRST: To the payment of all costs and expenses of such sale, foreclosure collection or other realization upon any Collateralrealization, including any reasonable compensation to Collateral consisting Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder and all advances made by Collateral Agent hereunder for the account of cashGrantors, as follows: FIRST, and to the payment of all costs and expenses paid or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, to : To the ratable payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts ratable benefit of the Obligations owed holders thereof (including any Aggregate Available Amount deposited into the L/C Collateral Account for outstanding Letters of Credit, provided that if such Letters of Credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 18 to them on then outstanding Secured Obligations) and, as to obligations arising under the date Credit Agreement, as provided in the Credit Agreement, provided, that, no Proceeds received by Collateral Agent in respect of any such distribution); and FOURTHsale of, to the Grantorscollection from, their successors or assignsother realization upon, or as a court any distribution on account of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys all or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over Excluded Securities Collateral shall be applied toward payment of obligations in respect of the Existing Xxxxx-Xxxxxxxx Senior Secured Notes or Specified New Senior Debt (and neither the holders thereof nor the New Senior Debt Representative in respect thereof shall be entitled to any increased portion of any Proceeds of any other Collateral due to such exclusion); provided, further, that, in making such application in respect of outstanding obligations under New Senior Debt Documents, the Collateral Agent or shall be entitled to deduct from the share of such officer or be answerable Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders’ pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (such term being used in any way for this Section 18 as defined in Section 7(c) of the misapplication thereof.Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; and

Application of Proceeds. Notwithstanding any other provision contained herein to the contrary, at such time as the Agent has received, for application to the Senior Debt, aggregate proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, all subsequent proceeds attributable to Real Estate Collateral shall be paid to the Trustee, for application against the Indenture Debt, until all of such Indenture Debt is repaid in full. The Collateral Agent provisions of the foregoing sentence shall apply the to proceeds of Real Estate Collateral, whether received by the Agent prior to or during the continuance of any collectionProceeding and whether such proceeds are paid pursuant to any pre-petition or post-petition financing facilities. Until such time as the Agent has received, salefor application against the Senior Debt, foreclosure aggregate proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, any payment or distribution of the assets or properties of the Company of any kind or character, whether in cash, property, or securities, to which the Noteholders would be entitled except for the provisions of this Agreement, or which constitute proceeds of Indenture Collateral, shall be paid by the Company, debtor-in-possession, liquidating trustee or agent or other realization upon Person making such payment or distribution directly to the Agent on behalf of the Senior Lenders, and in the event that any Collateralsuch payment or distribution shall be received by the Trustee on account of Indenture Debt, including any at a time prior to the Agent having received, for application against the Senior Debt, proceeds of Real Estate Collateral consisting of cashin an amount equal to the Real Estate Limit, as follows: FIRSTsuch payment or distribution shall be received and held in trust for and paid over to the Agent forthwith, for application to the payment of the Senior Debt, until the Real Estate Limit is reached. After the Agent has received proceeds from the Real Estate Collateral equal to the Real Estate Limit, all costs payments and expenses incurred distributions of any Real Estate Collateral shall be treated by the Administrative Agent in the same manner as set forth above for the benefit of the Noteholders and paid to the Trustee until the Indenture Debt is paid in full. Nothing contained in this Agreement shall preclude the Company from paying the Trustee (or the Collateral Agent (in their respective capacities as such hereunder or Trustee from retaining) the fee and expense reimbursements to which it is entitled under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofIndenture Documents.

Application of Proceeds. The Subject to the terms of any applicable intercreditor agreement, the First Lien Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the First Lien Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other First Lien Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the First Lien Collateral Agent hereunder or under any other First Lien Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other First Lien Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and FOURTH, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the First Lien Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the First Lien Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof.. The First Lien Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above. ARTICLE VIII ADMINISTRATIVE AGENT SECTION 8.01

Application of Proceeds. The Subject to the terms of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent shall apply the from any Credit Party (or from proceeds of any collection, sale, foreclosure Collateral) following any acceleration of the Obligations under this Agreement or other realization upon any Collateral, including any Collateral consisting Event of cash, as followsDefault with respect to the Borrowers under Section 11.4 shall be applied: FIRST(i). first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure any collection or realization sale of the Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsCredit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document to the extent reimbursable hereunder or thereunder; SECOND(ii). second, to the payment in full of Unfunded Advances/Participations Secured Parties, an amount (the amounts so applied x) equal to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed all Obligations owing to them on the date of any such distribution); THIRD, distribution and (y) sufficient to the payment in full Cash Collateralize all Letters of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them Credit Outstanding on the date of any distribution, and, if such distribution)moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and FOURTH(iii). third, any surplus then remaining shall be paid to the Grantors, applicable Credit Parties or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as ; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of application expiration of any all such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Letters of Collateral Credit shall be applied by the Collateral Administrative Agent in the order specified -180- in clauses (including pursuant to a power of sale granted by statute or under a judicial proceeding)i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Commodity Exchange Act) shall not be obligated applied to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.its Obligations that are Excluded Swap Obligations. 11.14

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all costs and expenses incurred by the Administrative Agent Trustee or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Collateral Obligations, including all court costs and costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Administrative Agent and/or Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECONDSecond, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations Collateral Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations Holders (the amounts so applied to be distributed among the Secured Parties Holders pro rata in accordance with the amounts of the Collateral Obligations owed to them Holders on the date of any such distribution); and FOURTHThird, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent Trustee or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Indenture Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations Holders (the amounts so applied to be distributed among the Secured Parties Holders pro rata in accordance with the amounts of the Obligations owed to them such Holders on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 6.02. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment and amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent All monies received by the Chargee from any proceeding instituted or step taken under this Charge or any other Security Documents shall apply subject to statutory priorities (if any), be applied by the proceeds Chargee:- FIRST in payment of any collectionquit rents, sale, foreclosure or taxes assessments fees lawful outgoing and other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, fees due and payable to the relevant authorities in respect of the Property or any other property charged or assigned to the Chargee as security for the Secured Amounts; SECOND in payment of all costs costs, charges and other expenses incurred and payments made by the Administrative Agent Chargee under the provisions this Charge or any other Security Documents ( if any) and any other taxes payable under any written law for the Collateral Agent time being in force on the disposal of the Property; THIRD in or towards payment to the Chargee of the Secured Amounts due and remaining unpaid and of all other monies due and remaining unpaid under this Charge and the Master Facility Agreement; FOURTH in or towards payment to the Chargor and/or Customer’s liabilities to the Chargee (in their respective capacities as whether such hereunder liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other Loan Document) in connection with such collectionaccounts of whatsoever nature, sale, foreclosure agreement or realization contract or otherwise with the Chargee and all such monies available under this premise are specially held in connection with this Agreement, trust for the Chargee for the satisfaction of such liabilities; and FIFTH any other Loan Document surplus shall be paid to such person entitled thereto. PROVIDED ALWAYS THAT the Chargee may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right of the Chargee to receive the full amount to which it would have been entitled if the primary order had been observed or any of lesser amount which the Obligations, including all court costs and sum ultimately realized from the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, security may be sufficient to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofpay.

Application of Proceeds. The After and during the continuance of an Event of Default or an event of default under any Permitted Lien Indebtedness, any cash held by the Collateral Agent shall apply as Pledged Collateral and all cash proceeds received by the proceeds Collateral Agent (all such cash being "Proceeds") in respect of any collectionsale of, salecollection from, foreclosure or other realization upon all or any Collateralpart of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies under this Article XII or otherwise, including any shall be applied promptly from time to time by the Collateral consisting of cash, as followsAgent: FIRSTFirst, to the payment of all the costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenttherewith; SECONDSecond, to the Trustee for the benefit of the Holders, for payment until paid in full of the obligations in accordance with Section 6.6, and to the appropriate agent(s) or other representative(s) of the holders of all Permitted Lien Indebtedness for payment until paid in full of the Permitted Lien Indebtedness Obligations (all such payments to be made ratably with respect to all outstanding Secured Obligations); and Third, after payment in full in cash of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDall Secured Obligations, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHapplicable Pledgor, to the Grantors, their or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct, of any surplus then remaining from such Proceeds. The Collateral Agent shall have absolute discretion as to At the time of any application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral Proceeds by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)this Section 12.9, the receipt of the Collateral Agent or shall provide each of the officer making Pledgors, the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Trustee (if the Collateral Agent is not then the Trustee) and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness with a certificate setting forth the total amount paid to the Trustee and such officer agent(s) or other representative(s) and a calculation of the amounts, if any, deducted from Proceeds otherwise payable to the Trustee and such agent(s) or other representative(s) or the Pledgors as contemplated by this Indenture. For purposes of this Section 12.9, payments shall be answerable in any way deemed to have been made "ratably" with respect to all outstanding Secured Obligations if such payments are made to or for the misapplication thereofbenefit of each holder of outstanding Secured Obligations in the proportion that the Secured Obligations held by such holder bears to the total amount of the Secured Obligations, as of such date (it being understood that all payments by the Collateral Agent to or for the benefit of the holders of the Outstanding Securities shall be made by the Collateral Agent to the Trustee and all payments by the Collateral Agent to or for the benefit of the holders of Permitted Lien Indebtedness shall be made by the Collateral Agent to the appropriate agent(s) or other representative(s) of the holders of such Permitted Lien Indebtedness, as applicable).

Application of Proceeds. The Collateral Agent At such intervals as may be agreed upon by Borrowers and Lender, or, if an Event of Default shall have occurred and be continuing, at any time at Lender's election, Lender may apply all or any part of Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateralpart of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, including the Proceeds from the sale of, or other realization upon, all or any part of the Collateral consisting in payment of cash, as followsthe Secured Obligations shall be applied in the following order: FIRST, to the payment of all costs fees, costs, expenses and expenses incurred by the Administrative Agent or the Collateral Agent indemnities of Lender (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligationssuch), including all court costs and the fees and expenses of its agents and legal counselAttorney Costs, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral or expenses incurred to preserve its security interest in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral, until paid in full; SECOND, to the payment of all fees, costs, expenses and indemnities of Lender, until paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)full; THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among of the Secured Parties pro rata Obligations in accordance with the amounts respect of the Obligations owed Swing Line Loans to them on the date of any such distribution)Swing Line Lender, until paid in full; and FOURTH, to the Grantorspayment of all of the Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to Lender, their successors or assignsuntil paid in full; FIFTH, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time payment of application all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, until paid in full; SIXTH, to the payment of Lender an amount equal to all Secured Obligations in respect of outstanding Letters of Credit to be held as cash collateral in respect of such obligations; SEVENTH, to the payment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; EIGHTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and NINTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofamounts.

Application of Proceeds. The So long as no Event of Default shall have occurred and be continuing, at such intervals as may be agreed upon by the Borrower and the Collateral Agent, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds held in any Concentration Account in payment of the Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall apply be paid over from time to time by the proceeds Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. After an Event of Default shall have occurred and be continuing, except as expressly provided elsewhere in the Loan Documents, all Proceeds received by the Collateral Agent in respect of any collection, sale, foreclosure any collection from, or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Obligations in the following order of cashpriority: first, as follows: FIRSTto repay Revolving Loans and Swingline Loans that have been advanced by the Administrative Agent or the Swingline Lender, respectively, and to reimburse the Issuing Bank for draws on Letters of Credit, in each case to the extent not paid or reimbursed by the Company or the Lenders; second, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Collateral Agent or in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in their respective capacities its capacity as such hereunder or under any other Loan Documentthe Collateral Agent and not as a Lender) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Collateral Agent and/or hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, all in accordance with the terms hereof or thereof; SECONDthird, to the extent of any excess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Obligations for the amounts so applied ratable benefit of the Secured Parties; and fourth, to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full to or upon the order of all other Obligations (such Grantor or to whosoever may be lawfully entitled to receive the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the payment Issuing Bank in full capacity as such and of Unfunded Advances/Participations (the amounts so applied any amount required to be distributed between or among paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(d), (e)(ii) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent, Swingline Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and any otherwise, to the Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributionBank); THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The All Proceeds of Collateral received by the Collateral Agent shall apply may be applied to discharge or satisfy any expenses (including the proceeds expenses of any collectionenforcing the Collateral Agent's rights under this Agreement), saleSecurity Interests in favour of Persons other than the Collateral Agent, foreclosure borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by the Collateral Agent to protect, preserve, repair, process, maintain or enhance the Collateral or prepare it for sale or other realization upon disposition, or to keep in good standing any Security Interests on the Collateral ranking in priority to any of the Security Interests created by this Agreement, or to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds may, including any at the sole discretion of the Collateral consisting Agent, be held as collateral security for the Secured Obligations or be applied to such of cash, as followsthe Secured Obligations (whether or not the same are due and payable) in the following order: FIRST, to the for application by it towards payment of all costs amounts then due and expenses incurred by the Administrative Agent or the Collateral Agent (owing and remaining unpaid in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any respect of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or PRO RATA among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed Lenders according to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed then due and owing and remaining unpaid to them on the date Lenders; SECOND, for application by it towards prepayment of any the Secured Obligations, PRO RATA among the Lenders according to the amounts of the Secured Obligations then held by the Lenders, but in the absence of an Event of Default, only to the extent the Borrowers are required to make such distribution)prepayment pursuant to the Credit Agreement or as the Borrowers may otherwise agree; and FOURTHTHIRD, to any balance of such Proceeds remaining after the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Secured Obligations shall have absolute discretion as to the time been paid in full in cash or other immediately available funds, no Letters of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Credit shall be a sufficient discharge to outstanding and the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Commitments shall not have been terminated shall be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Borrowers or such officer or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereofsame.

Application of Proceeds. The Collateral Subject to the Intercreditor Agreement, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Loan Document Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case, that are then due and payable; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Loan Document Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Loan Document Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay its Loan Document Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency to the extent such fees and disbursements would be payable under Section 9.03 of the Credit Agreement.

Application of Proceeds. The Collateral Agent  Notwithstanding anything to the contrary contained in the Credit Agreement, the insurance proceeds with respect to the Mortgaged Property shall be adjusted by and paid to Lender. After deducting all costs and expenses, including reasonable attorneys' fees incurred by Xxxxxx in connection therewith, Lender may, in its sole discretion and notwithstanding anything to the contrary contained in the Credit Agreement, either apply such proceeds to the Obligations in such order as it elects or release such portion of the proceeds to Borrower as is necessary to restore the Mortgaged Property to its prior condition insofar as is practicable, upon such terms and conditions as Lender deems appropriate. Lender shall apply the balance thereof, if any, as set forth in the Credit Agreement. If any insurer of the Mortgaged Property denies liability, Borrower shall not be relieved of its obligation to restore the Mortgaged Property. If, having elected to release all or a portion of the proceeds to Borrower for restoration of the Mortgaged Property, at any time thereafter Lender determines that the amount of proceeds is insufficient to complete restoration, Borrower shall deposit the amount of such deficiency with Lender within thirty (30) days after notice from Lender. All plans and specifications for the restoration shall be approved by Lender prior to commencement of the restoration, such approval not to be unreasonably withheld. Except to the extent insurance proceeds are actually retained by Xxxxxx and applied to the Obligations, nothing herein shall be deemed to relieve Borrower from the obligation to restore all damage and destruction to the Mortgaged Property, regardless of whether or not sufficient proceeds are available. No such retention and application shall be deemed a cure or waiver of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting Event of cash, as follows: FIRST, Default under this Mortgage.  Notwithstanding the foregoing and anything to the payment contrary contained in the Credit Agreement, Xxxxxx agrees to authorize the use of the insurance proceeds with respect to the Mortgaged Property (less all costs and expenses expenses, if any, incurred by the Administrative Agent or the Collateral Agent (Xxxxxx in their respective capacities as obtaining such hereunder or under any other Loan Documentinsurance proceeds) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.restoration provided that: 

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds Proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceedsProceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the Proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the Proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Collateral Agent shall apply Any moneys collected by the proceeds Trustee pursuant to this Article in respect of any collectionseries shall be applied in the following order at the date or dates fixed by the Trustee and, salein case of the distribution of such moneys on account of principal or interest, foreclosure upon presentation of the several Securities in respect of which monies have been collected and stamping (or other realization otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon any Collateralsurrender thereof if fully paid: FIRST: To the payment of costs and expenses applicable to such series of Securities in respect of which monies have been collected, including any Collateral consisting all amounts due to the Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to such series of cash, as followsSecurities; SECOND: FIRSTIn case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of all costs and expenses incurred interest on the Securities of such series in default in the order of the maturity of the installments on such interest, with interest (to the extent that such interest has been collected by the Administrative Agent Trustee and is permitted by applicable law) upon the overdue installments of interest at the same rate as the rate of interest or the Collateral Agent Yield to Maturity (in their respective capacities as the case of Original Issue Discount Securities) specified in such hereunder Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any preference; THIRD: In case the principal of the Obligations, including all court costs Securities of such series in respect of which moneys have been collected shall have become and the fees shall be then due and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDpayable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installations of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agentsuch series, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, then to the payment in full of all other Obligations (the amounts so applied such principal and interest or Yield to be distributed among the Secured Parties pro rata in accordance with the amounts Maturity, without preference or priority of the Obligations owed principal over interest or Yield to them on the date Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest or of any Security of such distribution); and FOURTHseries over any other Security of such series, ratably to the Grantors, their successors aggregate of such principal and accrued and unpaid interest or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as Yield to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.Maturity; and

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees reasonable and expenses documented fees, other charges and disbursements of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor of the Grantors and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentthereunder; SECOND, to the payment in full of Unfunded Advances/Participations (the Obligations owed to the Lenders and the Issuing Lender in respect of the Loans made by them and outstanding and the amounts so applied to be distributed between or owing in respect of any LC Disbursement pro rata as among the Administrative Agent, Swingline Lenders and the Issuing Lender and any Issuing Bank pro rata in accordance with the amounts amount of Unfunded Advances/Participations such Obligations owed to them on the date of any such distribution)them; THIRD, to the payment and discharge in full of all other the Obligations (the amounts so applied other than those referred to be distributed above) pro rata as among the Secured Parties pro rata in accordance with the amounts amount of the such Obligations owed to them on them, and to provide cash collateral for the date undrawn amount of any such distribution)all Letters of Credit then outstanding; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, subject to the terms of the Intercreditor Agreement, as follows: FIRST(i) first, to the payment of all costs and expenses incurred by the Administrative Agent or amounts owing to the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the terms of the Indenture and to amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, owing to the payment Trustee in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata its capacity as such in accordance with the amounts terms of the Indenture, (ii) second, to amounts owing to any Pari Passu Lien Agent in its capacity as such in accordance with the terms of the applicable Pari Passu Lien Agreement, (iii) third, ratably to amounts owing to the holders of Secured Obligations owed to them on in accordance with the date terms of any such distribution)the Indenture and Pari Passu Lien Agreements; and FOURTH(iv) fourth, to the GrantorsIssuer and/or other persons entitled thereto. In making the determination and allocations required by this Section 4.02, their successors or assignsthe Collateral Agent may conclusively rely upon information supplied by the applicable Pari Passu Lien Agent as to the amounts of unpaid principal, or as a court interest and other amounts outstanding with respect to such Pari Passu Lien Indebtedness and the Collateral Agent shall have no liability to any of competent jurisdiction may otherwise directthe Secured Parties for actions taken in reliance on such information. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error).

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the Collateral Agent Trustee shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreementthe Indenture, any other Loan Note Document or any of the ObligationsObligations secured by such Collateral, including without limitation all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or Collateral Trustee under the Collateral Agent hereunder Indenture or under any other Loan Note Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Trustee under any Note Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative AgentObligations secured by such Collateral, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the such Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent Trustee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent In the event Borrowers shall apply suffer any loss covered by insurance, Borrowers shall immediately notify Lender in writing, and each Borrower for itself, hereby agrees to and hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Lender (who may, but need not, make proof of loss) and Lender is hereby authorized to adjust, collect and compromise in its discretion all claims under all such policies, and each Borrower shall sign, upon demand by Lender, all receipts, vouchers and releases required by such insurance companies; provided, that other than after the occurrence and during the continuance of an Event of Default, any Borrower may adjust, collect and compromise insurance claims upon notice to and with Lender's consent (which shall be exercised reasonably and in good faith), provided further such Borrower is acting reasonably and diligently. In the event any Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, Borrowers shall immediately notify Lender in writing and Borrowers agree that the proceeds of all such awards shall be paid to Lender and authorize Lender, on behalf and in the name of Borrowers to execute and deliver valid acquittances for and to appeal from any collectionsuch award. Borrowers shall also immediately notify Lender of any actual or threatened condemnation or eminent domain proceedings and shall give Lender at any time any additional instruments requested by Lender for the purpose of validly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this Section 7.6 (collectively, sale"Loss Proceeds"), foreclosure or other realization upon any Collateralpart thereof, including received by Lender, after deducting therefrom any Collateral consisting expenses incurred, may be applied by Lender at its option (i) to the repair or restoration of cashthe property suffering any loss, as follows: FIRSTcondemnation or taking ("Loss Property"), (ii) to the payment of all costs the Liabilities, whether or not due and expenses incurred by the Administrative Agent in whatever order Lender elects, or the Collateral Agent (in their respective capacities as such hereunder or under iii) to any other Loan Document) in connection with such collection, sale, foreclosure purpose or realization or otherwise in connection with objects for which Lender is entitled to advance funds under this Agreement, any other Loan Document all without affecting the lien or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral security interest created by the Collateral Agent (including pursuant to a power Documents, and any balance of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale such monies shall be a sufficient discharge paid to Borrowers or the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Person lawfully entitled thereto. Lender shall not be obligated held responsible for any failure to see collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure unless due to the application gross negligence or wilful misconduct of Lender. Notwithstanding the foregoing, Lender agrees any part of the purchase money paid over to the Collateral Agent or such officer or Loss Proceeds shall be answerable in any way for the misapplication thereof.applied as follows:

Application of Proceeds. The Collateral Agent shall apply Except as otherwise expressly required to the contrary by applicable Law or any Loan Document, the net cash proceeds resulting from the exercise of any collectionof the rights and remedies of Lender Parties under this Agreement, saleafter deducting all charges, foreclosure or other realization upon any Collateralexpenses, including any Collateral consisting of cashcosts and attorneys’ fees relating thereto, as follows: FIRST, shall be applied by Agent to the payment of the Obligations, whether due or to become due, in such order and in such proportions as Agent may elect; and Borrower shall remain liable to Lender Parties for any deficiency. Attorney-in-Fact. Borrower hereby constitutes and appoints Agent, or any other Person whom Agent may designate, as Borrower’s attorney-in-fact (such appointment being coupled with an interest and being irrevocable until Agent’s Lien shall have been terminated in writing as set forth in this Agreement), at Borrower’s sole cost and expense, to exercise any one or more of the following rights and powers at any time after the occurrence and during the continuance of an Event of Default (and all costs acts of such attorney-in-fact or designee taken pursuant to this Section are hereby ratified and expenses incurred approved by Borrower, and said attorney or designee shall not be liable for any acts or omissions nor for any error of judgment or mistake of fact or law): To take or to bring, in the Administrative name of Agent or in the Collateral name of Borrower, all steps, action, suits or proceeding deemed by Agent (necessary or desirable to effect collection of the Accounts; To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in their respective capacities as whole or in part; To settle, adjust or compromise any legal proceedings brought to collect the Accounts; To notify Purchasers to make payments on the Accounts directly to Agent or to a Lockbox designated by Agent; To transmit to Purchasers notice of Agent’s interest in the Accounts and to demand and receive from such hereunder Purchasers at any time, in the name of Agent or under any other Loan Document) in connection with such collectionof Borrower or of the designee of Agent, sale, foreclosure information concerning the Accounts and the amounts owing thereon; To use Borrower’s stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Purchasers; To sell or realization or otherwise in connection with this Agreement, any other Loan Document or assign any of the ObligationsCollateral upon such terms, including all court costs for such amounts and at such time or times as Agent deems advisable, and to execute any bills of sale or assignments in the fees and expenses name of its agents and legal counselBorrower in relation thereto; To take control, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under in any other Loan Document on behalf manner, of any Grantor item of payment on, or proceeds of, Collateral; To prepare, file and sign Borrower’s name on any other costs proof of claim in Bankruptcy or expenses incurred similar document against any Purchaser; To prepare, file and sign Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the exercise Collateral; To sign or endorse the name of Borrower upon any right Chattel Paper, Document, Instrument, invoice, freight bxxx, bxxx of lading, warehouse receipt or remedy hereunder similar document or under any other Loan Document; SECOND, agreement relating to the payment Collateral; To use the information recorded on or contained in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender any data processing equipment and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, computer hardware and software relating to the payment in full of all other Obligations (Collateral to which Borrower has access; To enter into contracts or agreements for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); processing, fabrication, packaging and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt delivery of the Collateral as said attorney-in-fact or designee or Agent may from time to time deem appropriate and charge Borrower’s account for any reasonable costs thereby incurred; To receive, take, endorse, assign and deliver in Agent’s name or in the name of Borrower any and all checks, notes, drafts and other instruments; To receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way address for the misapplication thereofdelivery thereof to such address as Agent may designate; and To do all acts and things necessary, in Agent’s discretion, to fulfill Borrower’s obligations under this Agreement and to otherwise carry out the purposes of this Agreement.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the Agent to reimburse the Agent for that portion of the payments, if any, made by it with respect to Letters of Credit for which a Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of the Credit Agreement, failed to pay its pro rata share thereof as required pursuant to such Section 2.18; SECOND, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured Obligations, including including, but not limited to, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor the Grantors and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECONDTHIRD, to the Agent to be held as cash collateral to the extent of the undrawn amounts, if any, of outstanding Letters of Credit; FOURTH, pro rata to the payment in full of Unfunded Advances/Participations principal and interest in respect of any Loans outstanding (the amounts so applied to be distributed between or pro rata as among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata Lenders in accordance with the amounts of Unfunded Advances/Participations owed the Loans made by them pursuant to them on the date of any such distributionCredit Agreement); THIRDFIFTH, to the payment in full of all other Secured Obligations (other than those referred to above) owed to the amounts so applied to be distributed Lenders (pro rata as among the Secured Parties pro rata Lenders in accordance with the amounts of the Secured Obligations owed to them each Lender on the date of any such distribution); and FOURTHSIXTH, to the Indenture Trustee for the Senior Secured Notes, to the appropriate Grantors, their successors or and assigns, or to whosoever may be lawfully entitled to receive same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including including, without limitation, pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The proceeds of the Letter of Credit shall be applied by Crestmark, first upon all expenses authorized by this Agreement, the Collateral Agent shall apply Documents or by law, including reasonable attorney's fees incurred by Crestmark; the balance of the proceeds of any collection, sale, foreclosure such sale or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, disposition shall be applied to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any Indebtedness, first to interest, then to principal, then to other Loan Document) in connection with such collectionIndebtedness, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counselsurplus, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDif any, shall be paid over to the payment in full of Unfunded Advances/Participations (the amounts so applied Borrower or to such other Person or Persons as may be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directentitled thereto under applicable law. The Collateral Agent Borrower shall have absolute discretion as remain liable for any deficiency, which the Borrower shall pay to the time of application of any such proceeds, moneys or balances in accordance with this AgreementCrestmark immediately upon demand. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Nothing herein contained shall be a sufficient discharge construed to the purchaser make Crestmark an agent or purchasers Trustee of the Collateral so sold Borrower for any purpose whatsoever, and such purchaser or purchasers Crestmark shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that Crestmark's act or omission constituted gross negligence or willful misconduct). Crestmark shall not, under, circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that Crestmark's error, omission or delay constituted gross negligence or willful misconduct). Crestmark does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to Crestmark, and Crestmark shall not be answerable responsible in any way for the misapplication performance by the Borrower of any kind of the terms and conditions thereof.

Application of Proceeds. The (a)Unless otherwise required by applicable law, the Collateral Agent shall shall, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure the collection or other realization upon sale of any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, Agreement or any other Loan Document Credit Document, or otherwise in connection with any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all such Obligations as shall be owed to be distributed between or among the Administrative AgentAgent (in such capacity) and all such Obligations for fees, Swingline Lender and indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Bank; THIRD, to the payment in full of all the other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata secured by such Collateral, ratably in accordance with the amounts of the such Obligations owed to them on the date of any such distribution)application; and FOURTH, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and FIFTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations. THE GOODYEAR TIRE & RUBBER COMPANY SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Application of Proceeds. The Collateral Agent Trustee shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, in the manner set forth in the Collateral Trust Agreement; provided, however, that if the Collateral Trust Agreement shall not be in effect, such proceeds and cash shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent Trustee (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent Trustee or any Secured Party hereunder or under any other Loan Document on behalf of any Subsidiary Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Credit Agreement Senior Obligations (the amounts so applied to be distributed among the Secured Parties holders of the Credit Agreement Senior Obligations pro rata in accordance with the amounts of the Credit Agreement Senior Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Subsidiary Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Trustee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The After the exercise of remedies provided for in Section 7.01, subject to any applicable Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collectioncollection or, saleprior to the Collateral Release Date, foreclosure or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: . FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counselcounsel payable under Section 9.03 of this Agreement, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument payable to the Collateral Agent; SECOND, to the payment of amounts then due and owing and remaining unpaid in full respect of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the repayment of any remaining Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations then held by the Secured Parties) (other than contingent indemnification obligations not yet due and owing); and FOURTH, after no Letters of Credit shall be outstanding (other than Letters of Credit cash-collateralized to the Grantorsreasonable satisfaction of the Issuing Bank) and the Commitments shall have been terminated, any remaining balance shall be paid to the Loan Parties, their successors or and assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon Prior to the Collateral Release Date, upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. For the avoidance of doubt, notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the Notes Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs costs, fees and expenses incurred by or owed to the Administrative Agent or the Notes Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) and Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Notes Collateral Agent hereunder or under any other Loan Note Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Notes Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the terms of the Equal Priority Intercreditor Agreement, all proceeds collected by the Collateral Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Collateral Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Collateral Agent; provided that the Collateral Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such non-cash distribution. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or 147 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The (a) Unless otherwise required by applicable law, the Collateral Agent shall shall, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure the collection or other realization upon sale of any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, Agreement or any other Loan Document Credit Document, or otherwise in connection with any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all such Obligations as shall be owed to be distributed between or among the Administrative AgentAgent and all such Obligations for fees, Swingline Lender and indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Bank; THIRD, to the payment in full of all the other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata secured by such Collateral, ratably in accordance with the amounts of the such Obligations owed to them on the date of any such distribution)application; and FOURTH, to the “Collateral Agent” under and as defined in the Third Lien Collateral Agreement and the other Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Third Lien Collateral Agreement and in the Lien Subordination and Intercreditor Agreement; and FIFTH, if the Third Lien Collateral Agreement shall no longer be in effect and there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Third Lien Collateral Agreement and by each other Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the Third Lien Collateral Agreement or the other documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. For purposes of clause THIRD above, the Lien of any Mortgage, insofar as it secures the Swiss Franc Obligations, will, to the maximum extent permitted under the Swiss Franc Bond Agreement, be deemed to be of lower priority than the Lien of such Mortgage insofar as it secures the Obligations. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations. It is understood that the Deposits held by the Administrative Agent under Section 2.01 of the First Lien Agreement do not constitute assets of the Borrower or Collateral, and that nothing herein shall prevent or delay payments required to be made from the Deposit Account to the “Issuing Banks” as provided in the First Lien Agreement.

Application of Proceeds. The In the event the Collateral Agent shall apply sells or otherwise disposes of the Collateral, or any part thereof in the course of exercising the remedies provided for in this Agreement, any amounts held, realized or received by the Collateral Agent pursuant to the provisions hereof, including the proceeds of the sale of any collectionof the Collateral or any part thereof, sale, foreclosure or other realization upon any Collateral, including any shall be applied by the Collateral consisting of cash, Agent as follows: FIRSTfirst, to toward the payment of all any costs and expenses incurred by the Administrative Collateral Agent in enforcing this Agreement, in realizing on or protecting or preserving any Collateral and in enforcing or collecting any Obligations or any guaranty thereof, including, without limitation, the actual attorneys’ fees and expenses incurred by the Collateral Agent, all of which costs and expenses the Grantors agree to pay, and then to such other Obligations in such order as the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor may elect. Any amounts and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender Collateral remaining after such application and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the after indefeasible payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed (including any reasonable amount determined by the Collateral Agent as appropriate to them on be held by the date of Collateral Agent to secure any such distributionindemnities or other contingent obligations); and FOURTH, shall be paid or delivered to the Company, the other Grantors, their successors the successor or assignspermitted assigns of the Grantors, or as a court of competent jurisdiction may otherwise direct. The For the purpose of enabling the Collateral Agent shall have absolute discretion as to exercise rights and remedies under this Section 20 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) after the time occurrence and during the continuance of application an Event of Default, each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or used by or hereafter acquired by such proceedsGrantor and access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, moneys operate and occupy all real property owned, operated, leased, subleased or balances in accordance with this Agreementotherwise occupied by such Grantor. Upon any sale of Collateral Any license, sublicense or other transaction entered into by the Collateral Agent (including pursuant to a power in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of sale granted by statute or under a judicial proceeding), the receipt an Event of Default. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Security Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the officer making the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a sufficient discharge commercially reasonable manner. Collateral Agent shall be under no obligation to delay a sale of any Security Collateral for the purchaser period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or purchasers under applicable state securities laws even if such issuer would agree to do so. Each Grantor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Security Collateral so sold pursuant to this Section 20 valid and such purchaser or purchasers shall not be obligated to see to the application binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any part of the purchase money paid over covenant contained herein will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Securities Purchase Agreement. Each Grantor waives any and all rights of contribution or such officer subrogation upon the sale or be answerable disposition of all or any portion of the Collateral by Collateral Agent until termination of this Agreement in any way for the misapplication thereofaccordance with Section 25(b) hereof.

Application of Proceeds. The If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have exercised any of its rights or remedies with respect to the Collateral pursuant to this Article V, the Administrative Agent shall apply the proceeds resulting from the exercise of such rights or remedies (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any collectionof the Collateral or in any way relating to the Collateral or the rights or remedies of the Administrative Agent and the other Secured Parties hereunder, saleincluding, foreclosure or other realization upon any Collateralwithout limitation, including any Collateral consisting of cash, reasonable attorneys’ fees and disbursements) as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise exercise of rights and remedies in connection with this Agreement, the Credit Agreement, the Indenture, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or under this Agreement, the Collateral Agent hereunder Credit Agreement, the Indenture or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, the Indenture or any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied (i) to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributiondistribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and FOURTHTHIRD, upon the indefeasible payment in full of the Secured Obligations, to the Borrowers, on behalf of the Grantors, their successors or assigns, to whomsoever (if such Person is not a Grantor) may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Administrative Agent or of by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Only after (i) the payment by the Administrative Agent of any other amount required by any provision of Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the indefeasible payment in full of the Secured Obligations and the termination of the Commitments, shall the Administrative Agent account for the surplus, if any, to any Grantor, or to whomsoever may be lawfully entitled to receive the same (if such Person is not a Grantor).

Application of Proceeds. The Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under the Indenture or any other Loan Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Loan Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Loan Indenture Document on behalf of any Grantor and Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Loan Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the payment interest due in full respect of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Obligations which such distribution)Collateral secures; THIRD, to the payment in full of all other remaining Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any which such distribution)Collateral secures; and FOURTH, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this AgreementAgreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement and the Master Lease Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all fees and reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsSecured Obligations secured by such Collateral, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Loan Document in its capacity as such, in each case to the extent required to be paid by any Pledgor under any Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any Secured Obligations secured by such distribution); THIRD, to the payment in full of all other Obligations Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with based on the respective amounts of the such Secured Obligations owed to them on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in any applicable First Lien Intercreditor Agreement)); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall (x) the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any Other First Lien Agreement or replacement Credit Agreement that is not secured by such Specified Excluded Collateral or (y) the Collateral or the proceeds of any collection or sale of any Collateral of any Pledgor be applied to any Excluded Swap Obligations. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to any Permitted Intercreditor Agreement then in effect, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts Section 8.1 of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directCredit Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement, the Permitted Intercreditor Agreements and the Credit Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations, including any attorney’s fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies. Notwithstanding anything to the contrary contained herein or in any other Credit Document, any value received by the Collateral Agent or any other Secured Party in respect of any Vector Subordinated Note Collateral, including any prepayment, repayment or other amount or value received in respect of the Vector Subordinate Note and any amounts on deposit in the Vector Subordinated Note Cash Collateral Account (as each such term is defined in the First Lien Credit Documents), whether resulting from the exercise of remedies under any Credit Document or otherwise and whether constituting Collateral consisting of Cash or Cash Equivalents or the proceeds of any collection or sale of any Vector Subordinated Note Collateral or otherwise, shall be applied (a) FIRST, to the payment in full of all Secured Obligations in the form of accrued and unpaid interest and fees in respect of all Revolving Commitments, Revolving Loans and Letters of Credit (as each such term is defined in the First Lien Credit Documents), (b) SECOND, to the payment in full of all outstanding Revolving Loans (under and as defined in the First Lien Credit Agreement), (c) THIRD, to the Cash Collateralization of Letters of Credit in an amount equal to 103% of the Letter of Credit Usage (as each such term is defined in the First Lien Credit Documents) as of such time and (d) FOURTH, to the payment in full of any and all other the Secured Obligations owed to the Revolving Lenders in their capacities as such (all such amounts so applied to be distributed among the Revolving Lenders in accordance with their Pro Rata Shares of the Revolving Exposure (as each such term is defined in the First Lien Credit Documents) on the date of any such distribution), in each case, prior to any application in accordance with the first paragraph of this Section 5.02 or any other application required by any other provisions of the Credit Documents; provided that any Cash or Cash Equivalents released to the Borrower from the Vector Subordinated Note Cash Collateral Account in accordance with Section 9.8(d)(ii)(D) of the First Lien Credit Agreement shall, upon such release, no longer be subject to the provisions of this paragraph.

Application of Proceeds. The Collateral Agent If an Event of Default shall have occurred and be continuing and the Beneficiary shall have exercised, or caused to be exercised, any of its rights or remedies with respect to the Property pursuant to this Article IV, the Trustee or the Beneficiary, as the case may be, shall apply the proceeds resulting from the exercise of such rights or remedies (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any collectionof the Property or in any way relating to the Property or the rights or remedies of the Trustee, salethe Beneficiary and the other Secured Parties hereunder, foreclosure or other realization upon any Collateralincluding, including any Collateral consisting of cashwithout limitation, reasonable attorneys’ fees and disbursements) as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or Trustee and the Collateral Agent (in their respective capacities Beneficiary, as such hereunder or under any other Loan Document) the case may be, in connection with such collection, sale, foreclosure or realization or otherwise exercise of rights and remedies in connection with this Deed of Trust, the Credit Agreement, the Indenture, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, all expenses of advertising, selling, and conveying the Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums, a reasonable fee or commission to the Trustee, not to exceed five percent (5%) of the proceeds thereof or sums so received, the repayment of all advances made by the Administrative Agent and/or Beneficiary under this Deed of Trust, the Collateral Agent hereunder Credit Agreement, the Indenture or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, the Indenture, or any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied (i) to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributiondistribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.and

Application of Proceeds. The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral effected pursuant to Section 5.01, saleas well as any proceeds, foreclosure moneys or other realization upon any Collateralbalances of all collections or sales of Collateral effected pursuant to the First Lien Collateral Agreement and paid over to the Collateral Agent pursuant to Section 5.02 THIRD thereof, including or any Collateral consisting of cashcash and held by the Collateral Agent, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or and the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Guarantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the ratable payment of the Obligations, and THIRD, once all Obligations have been paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDfull, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsGuarantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collectioncollection or sale of Collateral in accordance with the terms specified in Section 2.01 of the Intercreditor Agreement. In the event no Intercreditor Agreement is in effect at any time, sale, foreclosure the Collateral Agent shall apply the proceeds of any collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all agent’s fees and collateral management fees of the Collateral Agent and all fees, costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document, any other Revolving Facility Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, all amounts payable in respect of Indemnified Liabilities (as defined in the Real Property Collateral Management Agreement) to the extent such Indemnified Liabilities are matured, payable and owing to the Collateral Agent and its related Indemnified Parties (as defined in the Real Property Collateral Management Agreement), the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder hereunder, under any other Note Document or under any other Loan Revolving Facility Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder hereunder, under any other Note Document or under any other Loan Revolving Facility Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Revolving Facility Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Revolving Facility Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of the Notes Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Notes Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent At such intervals as may be agreed upon by Borrower and Lender, or, if an Event of Default shall have occurred and be continuing, at any time at Lender's election, Lender may apply all or any part of Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateralpart of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, including the Proceeds from the sale of, or other realization upon, all or any part of the Collateral consisting in payment of cash, as followsthe Secured Obligations shall be applied in the following order: FIRST, to the payment of all costs fees, costs, expenses and expenses incurred by the Administrative Agent or the Collateral Agent indemnities of Lender (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligationssuch), including all court costs and the fees and expenses of its agents and legal counselAttorney Costs, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral or expenses incurred to preserve its security interest in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral, until paid in full; SECOND, to the payment of all fees, costs, expenses and indemnities of Lender, until paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)full; THIRD, to the payment in full of all other of the Secured Obligations (the amounts so applied other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to be distributed among the Secured Parties pro rata Lender, until paid in accordance with the amounts of the Obligations owed to them on the date of any such distribution)full; and FOURTH, to the Grantorspayment of all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, their successors or assignsuntil paid in full; FIFTH, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time payment of application all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; SIXTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and SEVENTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofamounts.

Application of Proceeds. The Collateral Agent Any amounts collected by Lender hereunder ----------------------- shall apply be applied by Lender, to pay, in such order as Lender shall elect, the proceeds of any collection, sale, foreclosure or other realization upon any CollateralIndebtedness, including any Collateral consisting of cashall principal; accrued and unpaid interest; default rate interest, as follows: FIRST, to the payment of prepayment fees (if applicable); advances; and all costs and expenses expenses, including Attorneys Fees, incurred by Lender in operating, protecting, preserving and realizing on Lender's interest in the Administrative Agent or Real Property including any reasonable fees incurred in the Collateral Agent (representation of Lender in their respective capacities as such hereunder or any proceeding under any other Loan Document) in connection with such collectionXxxxx 00, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Xxxxxx Xxxxxx Code; and any other costs amount due under the Note, the Mortgage or expenses incurred in connection with any other of the Loan Documents. It is understood and agreed that except as provided by law neither the assignment of the Revenues to Lender nor the exercise by Lender of any right of its rights or remedy hereunder remedies under this Assignment shall be deemed to make Lender a "Mortgagee-in-Possession" or under otherwise responsible or liable in any other Loan Document; SECOND, manner with respect to the payment Real Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in full person or by agent, assumes actual possession thereof, nor shall appointment of Unfunded Advances/Participations (a receiver by any court at the amounts so applied request of Lender or by agreement with Borrower or the entering into possession of the Real Property or any part thereof by such receiver be deemed to be distributed between make Lender a "Mortgagee-in-Possession" or among the Administrative Agent, Swingline Lender and otherwise responsible or liable in any Issuing Bank pro rata in accordance manner with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, respect to the payment in full Real Property or the use, occupancy, enjoyment or operation of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of or any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication portion thereof.

Application of Proceeds. The Subject to the terms of any Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or Agent, the Collateral Agent or any other Representative (in their respective capacities as such hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document Document, any Pari Passu Agreement or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion (subject to the ABL Intercreditor Agreement) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon (a) any Series Excluded Stock with respect to any Series of Pari Passu Debt Obligations, shall not be applied to such Series of Pari Passu Debt Obligations and shall instead be applied to other secured obligations and (b) any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all costs and expenses incurred by the Administrative Agent Trustee or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Collateral Obligations, including all court costs and costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Administrative Agent and/or Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECONDSecond, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations Collateral Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations Holders (the amounts so applied to be distributed among the Secured Parties Holders pro rata in accordance with the amounts of the Collateral Obligations owed to them Holders on the date of any such distribution); and FOURTHThird, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.