Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligations. The Shared one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Loan Documents and the transactions contemplated hereby and other matters, including the primary syndication, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral AgentsAgent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent 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 Shared Collateral exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, expressly acknowledge their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 agree 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. Notwithstanding the foregoing, Secured Cash Management Obligations and Secured Swap Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that (i) has given the ABL Credit Agreement includes a revolving commitmentnotice contemplated by the preceding sentence shall, that in by such notice, be deemed to have acknowledged and accepted the ordinary course appointment of business the ABL Administrative Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, Article VIII for itself and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL its Affiliates as if a “Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof” party hereto.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligationsone primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. The Shared 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral AgentsAgent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent 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 Shared Collateral exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, expressly acknowledge and agree that (i) their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing way for the misapplication thereof. The Collateral Agent shall have no liability to any of either the ABL Obligations or Secured Parties for actions taken in reliance on information supplied to it as to the Shared Collateral amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral Secured Partiespursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, expressly acknowledge shall be applied by the Administrative Agent: First, to the payment of the costs and agree that (i) expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Administrative Agent and the ABL Lenders will apply payments fees and make advances thereunderexpenses of its agents and counsel, and all reasonable expenses incurred and advances made by the Administrative Agent in connection therewith; Next, to the payment in full of the Secured Obligations, in each case in a manner reasonably determined by the Administrative Agent with the intention of ensuring that no application the Secured Obligations, after giving effect to other sources of payment utilized or expected to be utilized, are equally and ratably paid in accordance with the respective amounts thereof due and owing or as the Lenders holding the same (or whose affiliates hold the same) may otherwise agree; and Finally, to the payment to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, of any ABL Collateral or surplus then remaining. Notwithstanding the release foregoing, the proceeds of any Lien by cash or other amounts held in the ABL Agent upon any portion “Letter of Credit Liabilities Sub-Account” of the ABL Collateral in connection with a permitted disposition by Account pursuant to Section 4.3 hereof shall be applied first to the ABL Loan Parties under any ABL Letter of Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be Liabilities outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, second to the ABL other Secured Obligations at any time; providedin the manner provided above in this Section 5.9. Notwithstanding the foregoing, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all no amounts received by from the ABL Agent or any ABL Lender in respect of any ABL Collateral Company shall be applied as specified to any Excluded Swap Obligations of the Company. As used in this Section 4.1. The Lien Priority 5, “proceeds” of Collateral shall not be altered mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing adjustment of either debt of the ABL Obligations or the Shared Collateral Obligations, Company or any portion thereofissuer of or obligor on any of the Collateral.

Application of Proceeds. (a) Revolving Nature The Collateral Agent shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of ABL any collection or sale of Pledged Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, as well as any Pledged Collateral consisting of cash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document, any Other First Lien Agreement or any of the Guaranteed Obligations. The Shared , including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent hereunder or under any other Loan Document or any Other First Lien Agreement on behalf of Holdings, any other costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or under any other Loan Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Loan Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Guaranteed Obligations secured by such Pledged Collateral (the amounts so applied to be distributed among the Series of Secured PartiesObligations pro rata based on the respective amounts of such Secured Obligations owed to the applicable Secured Parties in respect of each Series on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement)), expressly acknowledge and agree that with (ix) the ABL portion thereof distributed to the Credit Agreement includes Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) the portion thereof distributed to the Secured Parties of any other Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series; and THIRD, to Holdings, its successors or assigns, or as a revolving commitmentcourt of competent jurisdiction may otherwise direct; provided, that in no event shall the ordinary course proceeds of business any collection or sale of any Specified Excluded Collateral be applied to the ABL relevant Series of Secured Obligations under any Other First Lien Agreement. The Collateral Agent and shall have absolute discretion as to the ABL Lenders will apply payments and make advances thereunder, and that no time of application of any ABL Collateral such proceeds, moneys or balances in accordance with this Agreement. Upon the release of any Lien by the ABL Agent upon any portion request of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under Agent prior to any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies distribution under this Agreement; (ii) Section 5.02, each Authorized Representative shall provide to the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedCollateral Agent certificates, in each event, without notice to or consent by the Shared Collateral Secured Parties form and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, substance reasonably satisfactory to the ABL Obligations at any time; providedCollateral Agent, however, that from and after setting forth the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all respective amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified referred to in this Section 4.15.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. The Lien Priority 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 altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreements, extended upon the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or amended from time to timeunder the Security Documents or applicable law, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization by the Collateral Trustee or any other Secured Party upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and that the aggregate amount proceeds of any insurance policy required under any Parity Lien Document or otherwise covering the ABL Obligations may be increased, replaced Collateral and any Collateral or refinanced, proceeds thereof received pursuant to any Intercreditor Agreement in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partfollowing order of application: FIRST, to the ABL payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited to, indemnification obligations that are then due and payable) (collectively, the “Collateral Trustee Obligations”); SECOND, to the respective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt that are secured by such Collateral, for application to the payment of all such outstanding Parity Lien Debt and any such other Parity Lien Obligations at any time; provided, however, that from are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable and so secured (including all interest and fees accrued thereon after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect commencement of any ABL Collateral shall be applied as Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in this the Parity Lien Documents, even if such interest and fees are not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); THIRD, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuer, Co-Issuer or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral as described below in Section 4.1. The 4.4, then such Series of Parity Lien Priority Debt and any related Parity Lien Obligations of that Series thereafter shall not be altered or otherwise affected entitled to share in the proceeds of any Collateral so released by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofthat Series.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared CF Collateral AgentsAgent, for and on behalf of itself and the Shared Collateral CF Secured Parties, expressly acknowledge acknowledges and agree agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders Secured Parties will apply payments and make advances thereunder, and that no application of any ABL Intercreditor Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the ABL Intercreditor Collateral in connection with a permitted disposition by the ABL Loan Parties Grantors under any the ABL Credit Agreement shall constitute the an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 7.03(s) of the CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Lenders under the CF Credit Agreement (in accordance with the provisions thereof), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedRefinanced, in each event, without notice to or consent by the Shared Collateral CF Secured Parties and without affecting the provisions hereof; and (iii) all ABL Intercreditor Collateral received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Refinancing of either the ABL Obligations or the Shared Collateral any CF Obligations, or any portion thereof.

Application of Proceeds. Insurance proceeds to be used for repair or restoration work (“Restoration Work”), which proceeds are equal to or greater than $5,000,000 on a per occurrence or claim basis, initially shall be paid to Beneficiary, and Beneficiary may at Beneficiary’s option, either endorse such proceeds to Grantor or elect to control the disbursement of same by paying such proceeds to Grantor from time to time as the Restoration Work progresses, subject to the following conditions: (a) Revolving Nature each request for payment by Grantor shall be made on at least ten (10) days prior notice to Beneficiary and shall be accompanied by a certificate by an officer of ABL Obligations. The Shared Collateral AgentsGrantor, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that stating that: (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion all of the ABL Collateral Restoration Work done to date has been completed in connection substantial compliance with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreementplans and specifications, if any, therefor; and (ii) the sum requested is justly required to reimburse Grantor for payments by Grantor to, or is justly due to, the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work; (b) an Event of Default has not occurred and is not continuing since the hazard, casualty or contingency giving rise to payment of the insurance proceeds occurred; (c) in the case of the request for the final disbursement, such request is accompanied by a copy of any certificates of occupancy or other certificate if required by any Law to render occupancy of the damaged portion of the Mortgaged Property lawful; and (d) if, in Beneficiary’s reasonable judgment, the amount of such insurance proceeds will not be sufficient to complete the ABL Obligations that Restoration Work (which determination may be outstanding at any time made prior to or from time to time may during the performance of the Restoration Work), Grantor shall maintain adequate reserves in conformity with GAAP equal to an amount of money which when added to such insurance proceeds will be increased sufficient, in Beneficiary’s reasonable judgment, to complete the Restoration Work. Insurance proceeds to be used for Restoration Work, which proceeds are less than $5,000,000 on a per occurrence or reduced claim basis, initially shall be paid to Grantor and shall be used by Grantor to perform such Restoration Work in accordance with its certificate delivered pursuant to Section 4.7. In the event Grantor elects to restore, repair, replace or rebuild the Mortgaged Property and subsequently reborrowed, and that the terms fails to comply in any material respect with any of the ABL Obligations may conditions set forth herein to disbursement of insurance proceeds, any proceeds remaining to be modifieddisbursed, extended whether held by Grantor, Beneficiary or amended from time an insurance company, shall be paid to timeBeneficiary and, and that at its option, applied to the aggregate amount outstanding balance of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.

Application of Proceeds. After an Event of Default, the net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied first to the expenses (aincluding all reasonable attorneys' fees) Revolving Nature of ABL Obligationsretaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Indebtedness. The Shared Collateral Agents, Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by the Lender from or on behalf of the Shared Collateral Secured PartiesBorrower, expressly acknowledge and the Borrower does hereby irrevocably agree that (i) the ABL Credit Agreement includes a revolving commitment, that in Lender shall have the ordinary course of business the ABL Agent continuing exclusive right to apply and the ABL Lenders will apply to reapply any and all such payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding collections received at any time or from times hereafter by the Lender or its agent against the Indebtedness which is due and payable at the time of such application, in such manner as the Lender, in its sole discretion, may determine, notwithstanding any entry by the Lender upon any of its books and records. The Borrower shall be liable to time the Lender and shall pay to the Lender on demand any deficiency which may be increased remain after such sale, disposition, collection or reduced and subsequently reborrowed, and that the terms liquidation of the ABL Obligations may be modified, extended Collateral. The Lender shall remit to the Borrower or amended from time to time, and that the aggregate amount Person entitled thereto any surplus remaining after all Indebtedness have been paid in full. If any of the ABL Obligations may be increasedCollateral shall require repairs, replaced maintenance, preparation or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, creditedlike, or reborrowedis in process or other unfinished state, in whole or in partthe Lender shall have the right, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority but shall not be altered obligated to perform such repairs, maintenance, preparation, processing or otherwise affected by any completion of manufacturing for the purpose of putting the same in such amendmentsaleable form as the Lender shall deem appropriate, modificationbut the Lender shall have the right to sell or dispose of the Collateral without such processing. The Borrower will, supplementat the Lender's request, extensionassemble all the Collateral and make it available to the Lender at places which the Lender may select, repaymentwhether at premises of the Borrower or elsewhere, reborrowing, increase, replacement, renewal, restatement and will make available to the Lender all premises and facilities of the Borrower for the purpose of the Lender's taking possession of the Collateral or refinancing of either removing or putting the ABL Obligations or the Shared Collateral Obligations, or any portion thereofin saleable form.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral Secured Partiespursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, expressly acknowledge shall be applied by the Administrative Agent: First, to the payment of the costs and agree that (i) expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Administrative Agent and the ABL Lenders will apply payments fees and make advances thereunderexpenses of its agents and counsel, and all reasonable expenses incurred and advances made by the Administrative Agent in connection therewith; Next, to the payment in full of the Secured Obligations, in each case in a manner reasonably determined by the Administrative Agent with the intention of ensuring that no application the Secured Obligations, after giving effect to other sources of payment utilized or expected to be utilized, are equally and ratably paid in accordance with the respective amounts thereof due and owing or as the Lenders holding the same (or whose affiliates hold the same) may otherwise agree; and Finally, to the payment to the Parent, or its successors or assigns, or as a court of competent jurisdiction may direct, of any ABL Collateral or surplus then remaining. Notwithstanding the release foregoing, the proceeds of any Lien by cash or other amounts held in the ABL Agent upon any portion “Letter of Credit Liabilities Sub-Account” of the ABL Collateral in connection with a permitted disposition by Account pursuant to Section 4.3 hereof shall be applied first to the ABL Loan Parties under any ABL Letter of Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be Liabilities outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, second to the ABL other Secured Obligations at any time; providedin the manner provided above in this Section 5.9. Notwithstanding the foregoing, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all no amounts received by from the ABL Agent or any ABL Lender in respect of any ABL Collateral Parent shall be applied as specified to any Excluded Swap Obligations of the Parent. As used in this Section 4.1. The Lien Priority 5, “proceeds” of Collateral shall not be altered mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing adjustment of either debt of the ABL Obligations or the Shared Collateral Obligations, Parent or any portion thereofissuer of or obligor on any of the Collateral.

Application of Proceeds. The Collateral Agent shall, following written instruction from the Applicable First Lien Agent and subject to the Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as follows: FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document, any Other First Lien Agreement or any of the 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 (aif any) Revolving Nature of ABL Obligations. The Shared made by the Collateral Agents, Agent hereunder or under any other Indenture Document or any Other First Lien Agreement on behalf of any Pledgor, any other costs or expenses incurred in connection with the Shared Collateral Secured Partiesexercise of any right or remedy hereunder, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderunder any other Indenture Document or any Other First Lien Agreement, and that all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Indenture Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of such Obligations owed to them on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amount received from any guarantor, or from the proceeds of Collateral pledged by such guarantor, shall be applied to any Excluded Swap Obligations of such guarantor. Following written instruction from the Applicable First Lien Agent, the Collateral Agent shall have absolute discretion as to the time of application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition purchase money by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Collateral Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature So long as the Discharge of ABL Obligations. The Shared First-Lien Obligations has not occurred, any proceeds of any Collateral Agents, on behalf pursuant to the enforcement of any Security Document or the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course exercise of business the ABL Agent and the ABL Lenders will apply payments and make advances any remedial provision thereunder, together with all other proceeds received by any Creditor (including all funds received in respect of post-petition interest or fees and that no 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 Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any ABL Collateral (or proceeds thereof) to the release payment thereof or any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of any Lien Grantor, shall be applied by the ABL First-Lien Collateral Agent upon to the First-Lien Obligations in such order as specified in the relevant First-Lien Security Document (it being understood that any portion payment of the ABL fees and expenses of the Second-Lien Collateral Agent shall not constitute a distribution of or in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise respect of Secured Creditor Remedies under Collateral for purposes of this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from this understanding does not constitute and after may not be construed as an agreement or consent of the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL First-Lien Collateral Agent or any ABL Lender of the First-Lien Creditors to the payment of the Second-Lien Collateral Agent’s fees or expenses in respect any respects). Upon the Discharge of First-Lien Obligations, the First-Lien Collateral Agent shall deliver to the Second-Lien Collateral Agent any ABL proceeds of Shared Collateral shall held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second-Lien Collateral Agent to the Second-Lien Subordinated Obligations in such order as specified in this Section 4.1. The the Second-Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofSubordinated Security Documents.

Application of Proceeds. (a) Revolving Nature If there is Collateral with respect to any Series of ABL First Lien Debt that is not Common Collateral, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon all Collateral, including Common Collateral and the proceeds of any title insurance policy required under any First Lien Debt Document in the following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Collateral Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the First Lien Obligations. The Shared , and to any other Collateral AgentsTrustee Obligations, including all court costs and the reasonable fees and expenses of its co-trustees, agents and legal counsel, the repayment of all advances made by the Collateral Trustee hereunder on behalf of the Shared Collateral Secured Parties, expressly acknowledge any Grantor and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent any other reasonable and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral documented costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with a permitted disposition by the ABL Loan Parties under exercise of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreementright or remedy hereunder; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partSECOND, to the ABL First Lien Representative for the Existing Credit Agreement for application to the payment of all outstanding Credit Facility Obligations at any time; providedand First Lien Obligations with respect to the J. Xxxx Xxxxx Agreement that are then due and payable in such order as may be provided in the First Lien Credit Documents in an amount sufficient to pay in full and discharge all outstanding Credit Facility Obligations and such Obligations under the J. Xxxx Xxxxx Agreement that are then due and payable (including cash collateralization of all outstanding letters of credit constituting Credit Facility Obligations that have not theretofore been cancelled, howeverterminated, that from and after fully cash collateralized as provided above, fully supported by a letter of credit satisfactory to the date on which issuer of the ABL Agent (or any ABL Lender) commences the Exercise letter of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered credit supported thereby or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either supported in a manner satisfactory to the ABL Obligations or the Shared Collateral Obligations, or any portion respective issuers thereof.);

Application of Proceeds. Subject to each Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, resulting from the exercise of remedies following an Event of Default as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (ain its capacity as such hereunder or under the Indenture or any other Indenture Document) Revolving Nature and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of ABL the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations. The Shared , including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Shared Collateral Secured PartiesAgent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, expressly acknowledge and agree that (i) any indemnification of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders will apply payments Trustee required by the terms hereunder, under the Indenture or under any other Indenture Document; and make advances thereunderSECOND, and that no to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any ABL such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowedpurchasers of the Collateral so sold, and that the terms of the ABL Obligations may be modified, extended such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Each Subordinated Lien Collateral AgentsAgent, for and on behalf of itself and the Shared Collateral applicable Subordinated Lien Secured Parties, expressly acknowledge acknowledges and agree agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders Secured Parties will apply payments and make advances thereunder, and that no application of any ABL Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the ABL Receivables Collateral in connection with a permitted disposition by the ABL Loan Parties Grantors under any the ABL Credit Agreement shall constitute the an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 10.1(a) of the CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Lenders under the CF Credit Agreement (in accordance with the provisions thereof), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedRefinanced, in each event, without notice to or consent by the Shared Collateral Subordinated Lien Secured Parties and without affecting the provisions hereof; and (iii) all ABL Receivables Collateral received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Refinancing of either the ABL Obligations or the Shared Collateral any Subordinated Lien Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreements, extended upon the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or amended from time to timeunder the Security Documents or applicable law, the Collateral Agent will apply the proceeds of any collection, sale by the Collateral Agent, foreclosure or other realization by the Collateral Agent upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and that the aggregate amount proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the ABL Obligations may be increasedCollateral Agent’s fees and any reasonable legal fees, replaced costs and expenses or refinanced, in each event, without notice to or consent other liabilities of any kind incurred by the Shared Collateral Secured Parties Agent or any co-trustee or agent of the Collateral Agent in connection with any Security Document (including, but not limited to, indemnification obligations that are then due and without affecting payable) (collectively, the provisions hereof“Collateral Agent Obligations”); and SECOND, to the repayment of obligations, other than the Parity Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Parity Liens (iiias determined by a court of competent jurisdiction or in any other judicial or similar proceeding) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, but only if such obligation is discharged (in whole or in part) in connection with such sale (as determined by a court of competent jurisdiction or in any other judicial or similar proceeding); THIRD, to the ABL respective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt, for application to the payment of all such outstanding Parity Lien Debt and any such other Parity Lien Obligations at any time; provided, however, that from are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest and fees accrued thereon after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect commencement of any ABL Collateral shall be applied as Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in this the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuer or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral as described below in Section 4.1. The 4.4, then such Series of Parity Lien Priority Debt and any related Parity Lien Obligations of that Series thereafter shall not be altered or otherwise affected entitled to share in the proceeds of any Collateral so released by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofthat Series.

Application of Proceeds. (a) Revolving Nature Unless and until the Discharge of ABL Obligations. The Shared Collateral AgentsSenior Priority Obligations has occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral Proceeds thereof received in connection with a permitted the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the ABL Loan Parties under any ABL Credit Agreement shall constitute Designated Senior Priority Representative to the Exercise Senior Priority Obligations (and, solely to the extent the Discharge of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Second Priority Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in parthas occurred, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL LenderExcess Senior Priority Obligations) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied such order as specified in this the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement (which application shall, subject to Section 4.16.04, be accompanied by a permanent reduction in Senior Priority Obligations). The Lien Upon the Discharge of Senior Priority shall Obligations, each applicable Senior Priority Representative shall, so long as the Discharge of Second Priority Obligations has not be altered occurred, deliver promptly to the Designated Second Priority Representative any Shared Collateral or otherwise affected Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such amendmentendorsement to be without recourse, modificationor as a court of competent jurisdiction may otherwise direct, supplementto be applied by the Designated Second Priority Representative to the Second Priority Obligations (and, extensionsolely to the extent no Excess Senior Priority Obligations remain outstanding, repaymentto the Excess Second Priority Obligations) in such order as specified in the relevant Second Priority Debt Documents and, reborrowingif applicable, increasethe Second Lien Intercreditor Agreement; provided that upon the Discharge of Second Priority Obligations, replacementif any Excess Senior Priority Obligations remain outstanding, renewal, restatement or refinancing of either (x) the ABL Obligations or Designated Second Priority Representative shall deliver to the Designated Senior Priority Representative any Shared Collateral Obligations(including, for the avoidance of doubt, possession and control of any Pledged or Controlled Collateral) or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Priority Representative to the Excess Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement and (y) if, after giving effect to the foregoing clause (x), no Excess Senior Priority Obligations remain outstanding, the Designated Senior Priority Representative shall deliver to the Designated Second Priority Representative any portion thereofShared Collateral (including, for the avoidance of doubt, possession and control of any Pledged or Controlled Collateral) or proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to any Excess Second Priority Obligations in such order as specified in the relevant Second Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents[Cash Flow] Agent, for and on behalf of itself and the Shared Collateral [Cash Flow] Secured Parties, and any Additional Agent, for and on behalf of itself and any Additional Secured Parties represented thereby, expressly acknowledge and agree that (i) the Original ABL Credit Agreement includes a revolving commitment and, if any other any ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders Secured Parties will apply payments and make advances thereunder, and that no application of any ABL Payment Collateral or Cash Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral [Cash Flow] Secured Parties (in the case of the [Cash Flow] Agent) or the applicable Additional Secured Parties (in the case of such Additional Agent) and without affecting the provisions hereof; and (iii) all ABL Payment Collateral or Cash Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL LenderSecured Party) commences the Exercise of Secured Creditor RemediesRemedies (other than, prior to the acceleration of any of the [Cash Flow] Obligations or any Additional Obligations, the exercise of its rights in accordance with subsection 4.16 of the Original ABL Credit Agreement or any similar provision of any other ABL Credit Agreement), all amounts received by the ABL Agent or any ABL Lender in respect Secured Party as a result of any ABL Collateral such Exercise of Secured Creditor Remedies shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations Obligations, the [Cash Flow] Obligations, or the Shared Collateral any Additional Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsTerm Agent, for and on behalf of itself and the Shared Collateral Term Secured Parties, expressly acknowledge acknowledges and agree agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Priority Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Credit Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Term Secured Parties and without affecting the provisions hereof; and (iii) all ABL Priority Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL LenderSecured Party) or the Term Agent (or any Term Secured Party) commences the Exercise of Any Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Term Obligations, or any portion thereof.. Notwithstanding anything to the contrary contained in this Agreement, any Term Document or any ABL Document, each Credit Party and the Term Agent, for itself and on behalf of the Term Secured Parties, agrees that (i) only Term Priority Collateral or proceeds of the Term Priority Collateral shall be deposited in the Term Loan Priority Accounts and (ii) prior to the receipt of a Term Cash Proceeds Notice, the ABL Secured Parties are hereby permitted to treat all cash, cash equivalents, Money, collections and payments deposited in any ABL Deposit and Securities Account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, and no such amounts credited to any such ABL Deposit and Securities Account or received by any ABL Secured Parties or applied to the ABL Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of the Term Secured Parties (and all claims of the Term Agent or any other Term Secured Party to such amounts are hereby waived). 30 Form of J. Crew Intercreditor Agreement

Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, the Mortgaged Property, shall be applied by Mortgagee (aor the receiver, if one is appointed) Revolving Nature of ABL Obligations. The Shared Collateral Agentsin the following order unless otherwise required by applicable law or by the Credit Agreement: first, on behalf to that portion (if any) of the Shared Collateral Secured PartiesIndebtedness then remaining unpaid (including without limitation principal and accrued interest and the costs and expenses of taking possession of the Mortgaged Property and of holding, expressly acknowledge managing, operating, using, leasing, repairing, improving and agree that selling the same, including by way of illustration but not by way of limitation any one or more of the following to the extent Mortgagee deems appropriate: (i) the ABL Credit Agreement includes a revolving commitmentreasonable receivers' fees, that in the ordinary course (ii) court costs, (iii) reasonable attorneys', brokers', managers', accountants' and appraisers' fees and expenses, (iv) costs of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderadvertisement, and (v) the payment of any and all real estate ad valorem taxes and similar impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Mortgage except those to which the Mortgaged Property has been or will be sold subject to and without in any way implying Mortgagee's prior consent to the creation thereof) as to which the Loan Parties (or any of them) are not fully personally liable, it being agreed that no the application of any ABL Collateral such proceeds shall be in such a manner as to preserve (and not extinguish or reduce) the release Loan Parties' personal liability under the Loan Documents until all the Indebtedness as to which the Loan Parties are not personally liable has been paid in full; second, to the payment of any Lien by the ABL Agent upon any that portion of the ABL Collateral in connection with a permitted disposition by Indebtedness as to which the ABL Loan Parties under (or any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreementthem) are fully liable; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partthird, to the ABL Obligations at any time; providedextent permitted by law and funds are available therefor out of the sale proceeds or the Rents, however, that from and after to the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect payment of any ABL Collateral shall be applied as specified indebtedness or obligation secured by a subordinate Mortgage on or security interest covering the Mortgaged Property if Mortgagee has actual knowledge of such subordinate Mortgage or security interest (but without in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendmentway implying Mortgagee's prior consent to the creation thereof); and fourth, modificationthe balance, supplementif any, extensionto the payment of the persons legally entitled thereto, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofwhich may include Mortgagor.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreements, extended if an Event of Default shall have occurred and is continuing, the Junior-Priority Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or amended from time to timeother realization upon any Collateral, and that the aggregate amount including any Collateral consisting of the ABL Obligations may be increasedcash, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partas follows: FIRST, to the ABL Obligations at any time; provided, however, that from payment of all reasonable out-of-pocket costs and after expenses incurred by each Authorized Representative and the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Junior-Priority Collateral Agent or any ABL Lender other Representative in respect of any ABL Pari Passu Debt Obligations in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Notes Collateral Documents, the Indentures, any Pari Passu Agreement or any of the Junior-Priority Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by any Authorized Representative, the Junior-Priority Collateral Agent or any other Representative in respect of any Pari Passu Debt Obligations (in their respective capacities as such) 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 Notes Collateral Documents or any Pari Passu Agreement, as applicable; SECOND, to the payment in full of all other Junior-Priority Obligations (the amounts so applied to the Secured Parties to be distributed pro rata in accordance with the amounts of the Junior-Priority Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, as applicable, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Subject to the terms of the Intercreditor Agreements, if no Senior-Priority Obligations are outstanding the Junior-Priority 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 Junior-Priority Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Junior-Priority Collateral Agent or of the officer making the sale shall be applied as specified in this Section 4.1. The Lien Priority a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Junior-Priority Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared CF Collateral AgentsAgent, for and on behalf of itself and the Shared Collateral CF Secured Parties, expressly acknowledge acknowledges and agree agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders Secured Parties will apply payments and make advances thereunder, and that no application of any ABL Intercreditor Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the ABL Intercreditor Collateral in connection with a permitted disposition by the ABL Loan Parties Grantors under any the ABL Credit Agreement shall constitute the an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 7.03(t) of the CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Lenders under the CF Credit Agreement (in accordance with the provisions thereof), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedRefinanced, in each event, without notice to or consent by the Shared Collateral CF Secured Parties and without affecting the provisions hereof; and (iii) all ABL Intercreditor Collateral received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Refinancing of either the ABL Obligations or the Shared Collateral any CF Obligations, or any portion thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all actual, reasonable and documented costs and expenses incurred by the Collateral Agent (ain its capacity as such hereunder or under the Indenture or any other Indenture Document) Revolving Nature and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of ABL the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations. The Shared , including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of Grantor, any other reasonable costs or expenses incurred by the Shared Collateral Secured PartiesAgent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, expressly acknowledge and agree that (i) any indemnification of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders will apply payments and make advances thereunderTrustee required by the terms hereunder, and that no under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature Any proceeds of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Administrative Agent may (whether as a result of any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Class of Loans being prepaid as specified by the Parent) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, and after the exercise of remedies pursuant to Section 7.01, all payments in respect of the Obligation shall be applied, reversedsubject to the provisions of any applicable Intercreditor Agreement, reappliedfirst, creditedto pay any fees, or reborrowedindemnities, expense reimbursements and other amounts then due to the Administrative Agent, in whole or in partits capacity as such, second, to pay any fees, indemnities or expense reimbursements then due to the ABL Lenders and the Issuing Banks from the Borrowers ratably among the applicable Lenders and Issuing Banks, third, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable on the Loans and unreimbursed L/C Disbursements ratably among the Lenders and the Issuing Banks, and fourth, to repay principal on the Loans and unreimbursed L/C Disbursements, to Cash Collateralize all outstanding Letters of Credit, any other amounts owing with respect to Secured Cash Management Agreements and Secured Hedge Agreements, and any other Obligations at any timeratably among the applicable Secured Parties; provided, however, provided that from and amounts which are applied to Cash Collateralize outstanding Letters of Credit that remain available after expiry of the date on which the ABL Agent (or any ABL Lender) commences the Exercise applicable Letter of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral Credit shall be applied in the manner set forth herein. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as specified in the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Section 4.1. The Lien Priority shall not Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing deemed to have acknowledged and accepted the appointment of either the ABL Obligations or Collateral Trustee pursuant to the Shared Collateral Obligations, or any portion thereofTrust Agreement and the appointment of the Administrative Agent as its agent pursuant to the terms of Article VIII hereof for itself and its Affiliates as if it were a “Lender” party hereto.

Application of Proceeds. The Lender will within three (a3) Revolving Nature Business Days after receipt of ABL cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. The Lender shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrower. Any proceeds of any disposition by the Lender of all or any part of the Collateral may be first applied by the Lender to the payment of expenses incurred by the Lender in connection with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13 hereof. Notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Borrower under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Borrower, but appropriate adjustments shall be made with respect to payments from other Borrowers to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that Lender may elect to apply the proceeds of any such Collateral or guaranty to repay or cash collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Borrower) before applying the proceeds of any other Collateral or guaranty provided under any Loan Document, if in the reasonable determination of Lender, such order of application will maximize the repayment of all of the Obligations. The Shared Collateral Agents, on behalf Lender shall have absolute discretion as to the time of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral such proceeds, moneys, or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral balances in connection accordance with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature The proceeds of ABL Obligations. The Shared Collateral Agents, on behalf any sale or other disposition of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied by HCA, first upon all expenses authorized by this Agreement, the Collateral Documents or by law, including reasonable attorney’s fees incurred by HCA; the balance of the proceeds of such sale or other disposition shall be applied to the payment of the Indebtedness, first to interest and Service Fees, then to principal, then to other Indebtedness, and the surplus, if any, shall be paid over to the Borrower or to such other Person or Persons as specified in this Section 4.1may be entitled thereto under applicable law. The Lien Priority Borrower and Guarantor shall remain liable for any deficiency, which the Borrower or Guarantor shall pay to HCA immediately upon demand. Nothing herein contained shall be construed to make HCA an agent or Trustee of Borrower or Guarantor for any purpose whatsoever, and HCA shall not be altered responsible or otherwise affected by liable for any such amendmentshortage, modificationdiscrepancy, supplementdamage, extension, repayment, reborrowing, increase, replacement, renewal, restatement loss or refinancing of either the ABL Obligations or the Shared Collateral Obligations, destruction or any portion part of the 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 HCA’s act or omission constituted gross negligence or willful misconduct). HCA shall not, under any 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 or 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 HCA’s error, omission or delay constituted gross negligence or willful misconduct). HCA does not, by anything herein or in any assignment or otherwise, assume any of the Borrower’s or Guarantor’s obligations under any contract or agreement assigned to HCA, and HCA shall not be responsible in any way for the performance by the Borrower or Guarantor of any kind of the terms and conditions thereof.

Application of Proceeds. (a) Revolving Nature After the exercise of ABL remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in accordance with Section 47.023 of the Collateral Agreement(b) and/or the similar provisions in the other Security Documents. 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 in Section 47.023 of the Collateral Agreement(b) and/or the similar provisions in the other Security Documents. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent first, to the payment of all Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to each Agent and its Affiliates under Section 9.03, including without limitation, all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Agent in connection with such collection, foreclosure, realization or sale or otherwise in connection with the Collateral Agreement, any other Loan Document or any of the Secured Obligations. The Shared Collateral Agents, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited to one outside counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction)) the repayment of all advances made by each Agent hereunder or under any other Loan Document on behalf of the Shared Collateral Secured Parties, expressly acknowledge any Grantor and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral other costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with a permitted disposition by the ABL Loan Parties exercise of any right or remedy hereunder or under any ABL Credit Agreement shall constitute other Loan Document; second, to the Exercise payment in full of Secured Creditor Remedies under this Agreement; any unfunded advance/participation (ii) the amounts so applied to be distributed between or among, as applicable, the Administrative Agent, the Swing Line Lender and the Issuing Banks on a pro rata basis in accordance with the amount of such unfunded advance/participation owed to them on the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms date of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereofrelevant distribution); and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partthird, to the ABL Obligations at any time; provided, however, that from and after payment in full of the Tranche A Term Loan (the amounts so applied to be distributed among the Tranche A Lenders pro rata in accordance with the amounts of such Tranche A Term Loans owed to them on the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL such distribution); fourth, to the payment in full of the Tranche B Term Loan (the amounts so applied to be distributed among the Lenders entitled thereto pro rata in accordance with the amounts of such Tranche B Term Loans owed to them on the date of any such distribution); fifth, to the payment in full of the other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of such other Secured Obligations owed to them on the date of any such distribution); sixth, to any agent of any other junior secured debt, in accordance with any applicable Intercreditor Agreement; and seventh, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. For the avoidance of doubt, the priority of payments in Section 4.02 of the Collateral Agreement shall be applied as specified in amended and superseded by this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof7.03(b).

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, and any payment under the guarantee contained in this Agreement, as well as at the time or times provided under Section 7.05, any amounts on deposit in the Special Trust Account, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agents or the Collateral Agent (ain their respective capacities as such hereunder or under any other Loan Document) Revolving Nature in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of ABL the Obligations. The Shared , including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent or either of the Administrative Agents hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the Shared 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 Agents, 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 Secured Parties, expressly acknowledge and agree that (i) Agent shall have absolute discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. The Collateral Agent shall, subject to any applicable Intercreditor Agreement and the Master Lease Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, as well as any Collateral consisting of cash 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 Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured 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 Collateral Agent hereunder or under any other Loan Document on behalf of any 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 the Secured Obligations secured by such Collateral (athe amounts so applied to be distributed among the Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable First Lien Intercreditor Agreement)); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall (x) Revolving Nature the proceeds of ABL 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 Shared Collateral Agents, on behalf Agent shall have absolute discretion as to the time of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition purchase money by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Collateral Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature The Collateral Agent shall, subject to the applicable provisions of ABL the Intercreditor Agreement, apply the proceeds of any collection or 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 Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations. The Shared , including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties in accordance with Section 11.02 of the Credit Agreement; THIRD, unless the Notes Agent shall have notified the Collateral Secured PartiesAgent that the Discharge of Notes Obligations has occurred, expressly acknowledge to the Notes Agent; and agree FOURTH, if the Notes Agent shall have notified the Collateral Agent that (i) the ABL Credit Agreement includes Discharge of Notes Obligations has occurred, to the Grantors, their successors or assigns, or as a revolving commitment, that in court of competent jurisdiction may otherwise direct or as otherwise required by the ordinary course Intercreditor Agreement. The Collateral Agent shall have absolute discretion as to the time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL 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 release receipt by the Collateral Agent of the proceeds of any Lien by sale shall be a sufficient discharge to the ABL Agent upon any portion purchaser or purchasers of the ABL 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 connection with a permitted disposition by any way for the ABL Loan Parties under misapplication thereof. It is understood that the Grantors shall remain jointly and severally liable to the extent of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) deficiency between the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms proceeds of the ABL Obligations may be modified, extended or amended from time to time, Collateral and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien Any amounts collected by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral hereunder ----------------------- shall be applied by Lender, to pay, in such order as specified Lender shall elect, the Indebtedness, including all principal; accrued and unpaid interest; default rate interest, prepayment fees (if applicable); advances; and all costs and expenses, including Attorneys Fees, incurred by Lender in operating, protecting, preserving and realizing on Lender's interest in the Real Property including any reasonable fees incurred in the representation of Lender in any proceeding under Xxxxx 00, Xxxxxx Xxxxxx Code; and any other amount due under the Note, the Mortgage or 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 of its rights or remedies under this Section 4.1. The Lien Priority Assignment shall not be altered deemed to make Lender a "Mortgagee-in-Possession" or otherwise affected responsible or liable in any manner with respect to the Real Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement court at the request of Lender or refinancing of either the ABL Obligations by agreement with Borrower or the Shared Collateral Obligationsentering into possession of the Real Property or any part thereof by such receiver be deemed to make Lender a "Mortgagee-in-Possession" or otherwise responsible or liable in any manner with respect to the Real Property or the use, occupancy, enjoyment or operation of all or any portion thereof.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral Secured Partiespursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, expressly acknowledge shall be applied by the Administrative Agent: First, to the payment of the costs and agree that (i) expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Administrative Agent and the ABL Lenders will apply payments fees and make advances thereunderexpenses of its agents and counsel, and all reasonable expenses incurred and advances made by the Administrative Agent in connection therewith; Next, to the payment in full of the Secured Obligations, in each case in a manner reasonably determined by the Administrative Agent with the intention of ensuring that no application the Secured Obligations, after giving effect to other sources of payment utilized or expected to be utilized, are equally and ratably paid in accordance with the respective amounts thereof due and owing or as the Lenders holding the same may otherwise agree; and Finally, to the payment to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, of any ABL Collateral or surplus then remaining. Notwithstanding the release foregoing, the proceeds of any Lien by cash or other amounts held in the ABL Agent upon any portion “Letter of Credit Liabilities Sub-Account” of the ABL Collateral in connection with a permitted disposition by Account pursuant to Section 4.3 hereof shall be applied first to the ABL Loan Parties under any ABL Letter of Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be Liabilities outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, second to the ABL other Secured Obligations at any time; providedin the manner provided above in this Section 5.9. Notwithstanding the foregoing, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all no amounts received by from the ABL Agent or any ABL Lender in respect of any ABL Collateral Company shall be applied as specified to any Excluded Swap Obligations of the Company. As used in this Section 4.1. The Lien Priority 5, “proceeds” of Collateral shall not be altered mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing adjustment of either debt of the ABL Obligations or the Shared Collateral Obligations, Company or any portion thereofissuer of or obligor on any of the Collateral.

Application of Proceeds. (a) Revolving Nature Subject to any Permitted Intercreditor Agreement then in effect, the Collateral Agent shall apply the proceeds of ABL Obligationsany collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.1 of the Credit Agreement. The Shared Collateral Agents, on behalf Agent shall have absolute discretion as to the time of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL 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 release 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 Lien by the ABL Agent upon any portion part of the ABL purchase money paid over to the Collateral Agent or such officer or be answerable in connection with a permitted disposition by any way for the ABL Loan Parties under misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) deficiency between the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms proceeds of the ABL Obligations may be modified, extended or amended from time to time, Collateral and that the aggregate amount of the ABL Obligations may be increasedSecured Obligations, replaced or refinanced, in each event, without notice to or consent including any attorney’s fees and other expenses incurred by the Shared Collateral Agent or any other Secured Parties and without affecting Party to collect such deficiencies. Notwithstanding anything to the provisions hereof; and (iii) all ABL Collateral contrary contained herein or in any other Credit Document, any value received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Collateral Agent or any ABL Lender other Secured Party in respect of any ABL 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 specified 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 4.1. The Lien Priority shall not be altered 5.02 or otherwise affected 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 amendmentrelease, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing no longer be subject to the provisions of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofthis paragraph.

Application of Proceeds. 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 (a) Revolving Nature after deducting all reasonable costs and expenses of ABL Obligations. The Shared Collateral Agents, on behalf every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral Property or in any way relating to the Property or the rights or remedies of the Trustee, the Beneficiary and the other Secured PartiesParties hereunder, expressly acknowledge including, without limitation, reasonable attorneys’ fees and agree that disbursements) as follows: FIRST, to the payment of all costs and expenses incurred by the Trustee and the Beneficiary, as the case may be, in connection with such 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 Beneficiary under this Deed of Trust, the Credit Agreement, the Indenture or any other Loan Document 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 the Secured Obligations (the amounts so applied (i) to be distributed among the ABL Credit Agreement includes a revolving commitment, that Secured Parties pro rata in accordance with the ordinary course amounts of business the ABL Agent and Secured Obligations owed to them on the ABL Lenders will apply payments and make advances thereunder, and that no application date of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; such distribution and (ii) the amount of the ABL Obligations that may to be outstanding at any time or from time applied as required pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations Credit Agreement or the Shared Collateral ObligationsIndenture, or any portion thereof.as applicable); and

Application of Proceeds. (a) Revolving Nature If, pursuant to the exercise by the Collateral Trustee of ABL Obligations. The Shared any rights and remedies set forth in any Security Document, any Collateral Agentsis sold or otherwise realized upon by the Collateral Trustee, on behalf the proceeds received by the Collateral Trustee in respect of the Shared such Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that shall be deposited in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderCollateral Account, and that no application all such moneys held by the Collateral Trustee in the Collateral Account, shall, to the extent available for distribution, and subject to Sections 5.02 and 5.03 below, be distributed by the Collateral Trustee on each date upon which a distribution is made in accordance with Section 5.04 hereof (each, a “Distribution Date”) as follows: FIRST, to the payment of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any ABL Collateral or the release of any Lien kind incurred by the ABL Agent upon Collateral Trustee or any portion of the ABL Collateral co-trustee, agent or sub-agent in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Security Document and reasonable reserves for any of the ABL Obligations foregoing anticipated to be incurred (provided that may any such reserves not actually applied to the foregoing shall be outstanding at applied in accordance with this Section 5.01), including the reimbursement to any time or from time to time may be increased or reduced Secured Debt Representative of any amounts theretofore advanced by such Secured Debt Representative for the payment of such fees, costs and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereofexpenses; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partSECOND, to the ABL payment (without duplication) of the Collateral Trustee’s Fees which are unpaid, including the reimbursement to any Secured Debt Representative of any amounts theretofore advanced by such Secured Debt Representative for the payment of the Collateral Trustee’s Fees; THIRD, to the respective Secured Debt Representatives for application to the Guaranteed Obligations at Equally and Ratably until all Guaranteed Obligations have been paid in full in cash; and FOURTH, any time; provided, however, that from and surplus remaining after the date on which payment in full in cash of all of the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral Guaranteed Obligations shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered paid to the Company, its successors or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsassigns, or any portion thereofto whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature If, following the acceleration of ABL Obligations. The the principal amount of the Secured Obligations under any Secured Agreement and pursuant to the exercise of any remedy set forth in any Shared Collateral AgentsDocument, any Collateral is sold or otherwise realized upon by the Collateral Trustee, the proceeds received by the Collateral Trustee in respect of such Collateral shall be deposited in the Collateral Account, and all moneys held by the Collateral Trustee in the Collateral Account shall, to the extent available for distribution, be distributed by the Collateral Trustee on behalf each date upon which a distribution is made (each, a "Distribution Date") as follows: FIRST, to the payment (in such priority as the Collateral Trustee shall elect, but without duplication) of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Collateral Trustee as secured parties under any Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral Document or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral otherwise in connection with a permitted disposition any Shared Collateral Document or this Agreement (including, without limitation, any reasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Shared Collateral Document, or in the ABL Loan Parties under operation or maintenance of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at assets covered by any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties Document), including the reimbursement to any Representative of any amounts theretofore advanced by such Representative for the payment of such fees, costs and without affecting the provisions hereof; and (iii) all ABL expenses, except only for any such fees, expenses, costs or liabilities incurred by any Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, Trustee as a result of its gross negligence or reborrowed, willful misconduct in whole performing or in part, failing to perform any of its duties to the ABL Obligations at any timeparties hereto expressly set forth herein; provided, however, that nothing herein is intended to relieve the Grantor of its duties to pay such costs, fees, expenses and liabilities otherwise payable to the Collateral Trustee from funds outside of the Collateral Account, as required by this Agreement; SECOND, to the Collateral Trustee (without duplication) in an amount equal to the Collateral Trustee's Fees which are unpaid as of the Distribution Date and after to any Representative which has theretofore advanced or paid any such Collateral Trustee's Fees in an amount equal to the date amount thereof so advanced or paid by such Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantor of its duties to pay such fees and claims from funds outside of the Collateral Account, as required by this Agreement; THIRD, in accordance with paragraph (b) below, with respect to any proceeds, ratably to the Representatives on which behalf of the ABL Agent respective Secured Holders for application to the Secured Obligations of such Secured Holders, or, to be held by such Representative (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent Collateral Trustee on behalf of such Representative pursuant to Section 5.02 or otherwise) pending such application; provided, however, that any ABL Lender proceeds received in respect of any ABL the Collateral shall be applied as specified first to the Beneficiary Agent, on behalf of the Beneficiaries, up to the maximum amount permitted by the terms and conditions of the Existing Indebtedness Agreements; and FOURTH, any surplus remaining after the payment in this full in cash of the Secured Obligations shall, pursuant to the provisions of Section 4.1. The Lien Priority shall not 8.02, be altered paid to the Grantor, its successors or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsassigns, or any portion thereofto whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

Application of Proceeds. If the Mortgaged Property or any part thereof, shall be condemned or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded Trustor for the taking, or injury to, the Mortgaged Property (athe "Award") Revolving Nature shall be paid to Beneficiary to be applied towards the Indebtedness. To enforce its rights hereunder, Beneficiary shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of ABL Obligationsits own choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. The Shared Collateral AgentsIn the event Beneficiary, on behalf as a result of any such judgment, decree or award, believes that the payment or performance of any obligation secured by this Deed of Trust is impaired, Beneficiary may declare all of the Shared Collateral Secured Parties, expressly acknowledge Indebtedness secured hereby immediately due and agree that payable. In case of a taking during the "Permanent Term" (i) the ABL Credit Agreement includes a revolving commitment, that as defined in the ordinary course of business Loan Agreement) in which the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion cost of the ABL Collateral restoration, repair or replacement (hereinafter referred to as the "Restoration") of the Mortgaged Property reasonably estimated by Beneficiary shall not exceed the proceeds paid to Beneficiary then such Award may be used for the prosecution of the Restoration in connection the manner hereinafter provided. If the cost of the Restoration reasonably estimated by geneficiarv shall exceed the Award, then unless Trustor deposits with a permitted disposition by Beneficiary or causes to be deposited with Beneficiary the ABL Loan Parties under any ABL Credit Agreement shall constitute difference between the Exercise estimated cost of Secured Creditor Remedies under this Agreement; (ii) the Restoration and the amount of the ABL Obligations that may Award within ninety (90) days after written demand therefor, Beneficiary, at its option, shall be outstanding entitled to receive and retain the Award, applying the same upon the Indebtedness. Notwithstanding anything herein to the contrary, if any Award is made (i) within one (1) year prior to the original stated maturity date of the Note, unless said maturity date has been extended by Trustor by giving notice in accordance with the Note or is extended by Trustor in accordance with the Note within thirty (30) days after said taking, (ii) within one ( 1 ) year prior to the extended maturity date of the Note, if Trustor has extended such maturity date in accordance with the Note, or (iii) at any time when there shall exist an Event of Default hereunder, Beneficiary shall be entitled to receive and retain the Award and apply same upon the Indebtedness. In the event Beneficiary elects to make such Award available to Trustor for such purpose, Trustor will promptly or from time will promptly cause and at the sole cost and expense of Trustor and regardless of whether the Award (if any) shall be aufficient for the purpose, commence and continue diligently to time may be increased or reduced completion to restore, repair, replace and subsequently reborrowedrebuild the Mortgaged Property as nearly as possible to its value, condition and that character immediately prior to such taking subject to the terms conditions and restrictions applicable to Trustor's use of insurance proceeds contained in the ABL Obligations may be modified, extended or amended from time to time, second paragraph of Section 4.7 above. Trustor hereby irrevocably and that the aggregate amount unconditionally waives all rights of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting a property owner under the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect CaliforniavCode of any ABL Collateral shall be applied as specified in this Civil Procedure Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations1265.225(a), or any portion thereofsuccessor statute, providing for the allocation of condemnation proceeds between a property owner and a lienholder.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral, any distribution received in connection with an Insolvency or Liquidation Proceeding concerning the Company, any Guarantor and/or any Grantor (including, without limitation, any distribution of debt or equity securities in full or partial satisfaction or waiver of any claims of any holder of Parity Lien Obligations against any Grantor in any Insolvency or Liquidation Proceeding) and the proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the Collateral, in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as may be modifiedprovided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, extended to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or amended from time Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); THIRD, as otherwise required by the Intercreditor Agreement; and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to timethe Company or the applicable Grantor or Guarantor, as the case may be, its successors or assigns, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, as directed in each event, without notice to or consent writing by the Shared Company, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral Secured Parties as described below in Section 4.4, then such Series of Parity Lien Debt and without affecting any related Parity Lien Obligations of that Series of Parity Lien Debt thereafter shall not be entitled to share in the provisions hereof; and (iii) all ABL proceeds of any Collateral so released by that Series of Parity Lien Debt. For the avoidance of doubt, the Collateral Trustee shall only apply proceeds in accordance with this Section 3.4 to the extent that such proceeds are actually so received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofTrustee.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared If any Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral is sold or the release of any Lien otherwise realized upon by the ABL Agent upon any portion of the ABL Collateral Trustee in connection with a permitted disposition any foreclosure, collection or other enforcement of Priority Liens or Junior Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the ABL Loan Parties under any ABL Credit Agreement shall constitute Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Exercise Collateral Trustee in the following order of Secured Creditor Remedies application: FIRST, to the payment of all amounts payable under this AgreementAgreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon, to the extent that such other Indebtedness or Obligation is to be discharged in connection with such sale; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding First Lien Notes and other Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding First Lien Notes and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (iiincluding all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the amount percentage of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that aggregate undrawn amount required for release of Liens under the terms of the ABL applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Junior Lien Representatives for application to the payment of all outstanding Second Lien Notes and other Junior Lien Debt and any other Junior Lien Obligations that are then due and payable in such order as may be modifiedprovided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Notes and other Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including, extended to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or amended from time to timeLiquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and that including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); FIFTH, if Permitted ABL Debt is outstanding, to the agent or other representative of the Permitted ABL Debt as provided in the ABL Intercreditor Agreement; and SIXTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or the applicable Guarantor, as the case may be, or its successors or assigns, or as a court of competent jurisdiction may direct. If the Company incurs Permitted ABL Debt in the future, the foregoing order of application would be subject to the provisions of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice Intercreditor Agreement with respect to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofCollateral.

Application of Proceeds. Lender may at its option apply all amounts recovered under any insurance policy maintained by Borrower hereunder, and all net awards received by it on account of any Taking (collectively, “Proceeds”), to the extent such Proceeds are equal to or exceed $100,000.00, in any one or more of the following ways: (a) Revolving Nature as provided in Section 5.09, regardless of ABL Obligations. The Shared Collateral Agents, on behalf whether part or all of the Shared Collateral Secured Partiesindebtedness secured hereby shall then be matured or unmatured (provided that to the extent that any sums shall remain outstanding under this Security Instrument or the Note after such application, expressly acknowledge the obligations of Borrower to repay such sums shall continue in full force and agree effect and Borrower shall not be excused in the payment thereof), or (b) to fulfill any of the covenants contained herein as Lender may determine, or (c) released to Borrower for application to the cost of restoration and/or replacement of all or part of the Property. Any Proceeds which Lender shall determine to release to Borrower for the restoration and/or replacement of all or part of the Property shall be held by Lender without payment or allowance of interest thereon and shall be paid out from time to time upon compliance by Borrower with such provisions and requirements as may be reasonably imposed by Lender (which provisions and requirements shall provide, among other things, that disbursements shall only be made in reimbursement of invoices previously paid for work done in accordance with plans and specifications reasonably approved of by Lender and then only upon (i) a certification of compliance by a licensed architect that the ABL Credit Agreement includes work to be reimbursed was performed in accordance with the approved plans and specifications and performed in a revolving commitment, that in the ordinary course of business the ABL Agent good and the ABL Lenders will apply payments workmanlike manner and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the delivery of lien waivers for the sums being paid). To the extent the Proceeds are in an amount of less than $100,000.00, such Proceeds shall be released directly to Borrower so that Borrower may restore the ABL Obligations that may be outstanding at any time or from time Premises to time may be increased or reduced and subsequently reborrowed, and that substantially the terms of same condition as the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, Premises was in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, immediately prior to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received Taking. Proceeds held by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in pursuant to this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendmentdeemed trust funds, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofshall not bear interest and Lender may commingle same with its other funds.

Application of Proceeds. (a) Revolving Nature The proceeds of ABL Obligations. The Shared any sale, disposition or other enforcement of the Lender's security interest in all or any part of the Collateral Agentsshall be applied by the Lender to the Obligations in such order as the Lender, in its sole and absolute discretion, shall determine: First, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to the Lender's agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral Lender in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreementtherewith; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partSecond, to the ABL payment of the Obligations at any timein such order as the Lender, in its sole discretion, determines; providedand Finally, however, that from and after the date on indefensible payment to the Lender of all of the Obligations, any remaining proceeds shall be paid to the Borrower, or to its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. If the proceeds of any sale, disposition or other enforcement are insufficient to cover the costs and expenses of the sale, and the payment in full of all Obligations, the Borrower will remain liable for any deficiency. Lender Appointed Attorney-in-Fact. The Lender is hereby appointed the attorney-in-fact of the Borrower, with full power of substitution, for the purpose of carrying out the provisions hereof and taking any action and executing any instruments which the ABL Agent (Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Lender shall have the right and power to give notices of its security interest in the Collateral to any ABL Lender) commences Person, either in the Exercise name of Secured Creditor Remediesthe Borrower or in its own name, to endorse all amounts received by Pledged Mortgages or Pledged Securities payable to the ABL Agent order of the Borrower, to change or cause to be changed the book-entry registration or name of subscriber or Investor on any ABL Lender in respect Pledged Security, or to receive, endorse and collect all checks made payable to the order of the Borrower representing any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered payment on account of the principal of or otherwise affected by any such amendmentinterest on, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsproceeds of sale of, any of the Pledged Mortgages or any portion thereofPledged Securities and to give full discharge for the same.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared In the event the Collateral Agents, on behalf Agent sells or otherwise disposes of the Shared 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 of the Collateral or any part thereof, shall be applied by the Collateral Agent as follows: first, toward the payment of any costs and expenses incurred by the 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 may elect. Any amounts and any Collateral remaining after such application and after indefeasible payment in full of all of the Obligations (including any reasonable amount determined by the Collateral Agent as appropriate to be held by the Collateral Agent to secure any indemnities or other contingent obligations), shall be paid or delivered to the Company, the other Grantors, the successor or permitted assigns of the Grantors, or as a court of competent jurisdiction may direct. For the purpose of enabling the Collateral Agent 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 occurrence and during the continuance of an Event of Default, each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, expressly acknowledge and agree that (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the ABL Credit Agreement includes right to sublicense, use and practice any Intellectual Property now owned or used by or hereafter acquired by such Grantor 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, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Grantor. Any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. Each Grantor recognizes that the Collateral Agent may be unable to effect a revolving commitment, that public sale of any Security Collateral by reason of certain prohibitions contained in the ordinary course 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 business 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 ABL 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 commercially reasonable manner. Collateral Agent and the ABL Lenders will apply payments and make advances thereunder, and that shall be under no application obligation to delay a sale of any ABL Security Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or the release 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 Lien by the ABL Agent upon any portion of the ABL Security Collateral pursuant to this Section 20 valid and binding and in connection compliance with all applicable Requirements of Law. Each Grantor further agrees that a permitted disposition by breach of any covenant contained herein will cause irreparable injury to the ABL Loan Parties under any ABL Credit Agreement shall constitute Collateral Agent and the Exercise of other Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedParties, and that the terms of Collateral Agent and the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral other Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations have no adequate remedy at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender law in respect of any ABL Collateral such breach and, as a consequence, that each and every covenant contained herein shall be applied as specified in this Section 4.1specifically 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. The Lien Priority shall not be altered Each Grantor waives any and all rights of contribution or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement subrogation upon the sale or refinancing disposition of either the ABL Obligations or the Shared Collateral Obligations, all or any portion thereofof the Collateral by Collateral Agent until termination of this Agreement in accordance with Section 25(b) hereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsTerm Agent, for and on behalf of itself and the Shared Collateral Secured PartiesTerm Noteholders, expressly acknowledge acknowledges and agree agrees that (i) the any ABL Credit Agreement includes is a revolving commitment, that in the ordinary course of business business, the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Payment Collateral or Cash Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Term Secured Parties and without affecting the provisions hereof; and (iii) all ABL Payment Collateral or Cash Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Any Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Term Obligations, or any portion thereof.

Application of Proceeds. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by it of its remedies as a secured party as provided in Section 9 of this Agreement shall, in the discretion of the Administrative Agent, be held by the Collateral Agent as collateral for, and then at any time thereafter shall, upon instruction from the Administrative Agent, be applied (after payment of any 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 the Second Priority Obligations shall be promptly paid over to the Grantors or to whomever may be at such time lawfully entitled to receive such surplus. Each Grantor shall remain liable for any deficiency if the proceeds of any such sale, collection or other realization are insufficient to pay its Second Priority Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Second Priority Secured Party to collect such deficiency. Section 11. No Waiver, Discontinuance Of Proceeding. (a) Revolving Nature of ABL Obligations. The Shared Each and every right, power and remedy hereby specifically given to the Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that Agent or otherwise in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit this Agreement shall constitute the Exercise of Secured Creditor Remedies be cumulative and shall be in addition to every other right, power and remedy specifically given under this Agreement; (ii) , the amount of Credit Agreement or the ABL Obligations that 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 outstanding at any time or exercised from time to time or simultaneously and as often and in such order as may be increased deemed expedient by the Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or reduced and subsequently reborrowed, and that the terms beginning of the ABL Obligations may exercise of one shall not be modified, extended or amended from time to time, and that the aggregate amount deemed a waiver of the ABL 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 may shall impair any such right, power or remedy or shall be increased, replaced construed to be a waiver of any default or refinanced, in each event, without Event of Default or an acquiescence therein. No notice to or consent by demand on any Grantor in any 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 Shared rights of the Collateral Secured Parties 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 without affecting shall be entitled to judgment, then in such suit the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be appliedrecover reasonable expenses, reversedincluding reasonable attorneys’ fees, reapplied, credited, or reborrowed, in whole or in part, to and the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral thereof shall be applied as specified 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 Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendmentAgreement, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations Credit Agreement or the Shared Collateral Obligationsother Loan Documents by foreclosure, sale, entry or any portion thereof.otherwise, and such proceeding shall have been

Application of Proceeds. (a) Revolving Nature The Agent shall, subject to the Second Lien Intercreditor Agreement, promptly apply the proceeds, moneys or balances of ABL any collection or sale of Collateral realized through the exercise by the Agent of its remedies hereunder, as well as any Collateral consisting of cash 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 Agent and/or the Notes Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any Notes Indenture Document or any of the Secured Obligations. The Shared Collateral Agents, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Agent and/or the Notes Trustee hereunder or under any other Notes Indenture Document on behalf of any Pledgor and any other reasonable costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or under any other Notes Indenture Document; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured PartiesParties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution; and THIRD, expressly acknowledge and agree that (i) to the ABL Credit Agreement includes Pledgors, their successors or assigns, or as a revolving commitmentcourt of competent jurisdiction may otherwise direct. The Agent, that in with consultation of the ordinary course Notes Trustee, shall determine the time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral such proceeds, moneys or balances in accordance with this Agreement. Upon the release of any Lien by the ABL Agent upon any portion request of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under Agent prior to any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies distribution under this Agreement; (ii) Section 5.02, each Authorized Representative shall provide to the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedAgent certificates, in each event, without notice to or consent by the Shared Collateral Secured Parties form and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, substance reasonably satisfactory to the ABL Obligations at any time; providedAgent, however, that from and after setting forth the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all representative amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified referred to in this Section 4.15.02, 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. The Lien Priority Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 altered obligated to see to the application of any part of the purchase money paid over to the Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral of any Obligor pursuant hereto or any other Security Document, and any other cash of any Obligor at the time held by the Collateral Agent under this Agreement or any other Security Document, shall be applied by the Collateral Agent during the period during which an Event of Default or a Trigger Event shall have occurred and be continuing and pursuant to an exercise of remedies under this Section 8, as follows: Guarantee and Security Agreement First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Collateral Agent and the reasonable fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith; Second, to the payment of any fees and other amounts then owing by such Obligor to the Collateral Agent in its capacity as such; Third, to the payment of any reasonable fees, costs and expenses then owing by such Obligor to any administrative agent, trustee or similar representative of the Secured Parties, expressly acknowledge under the applicable Debt Documents, in each case ratably; Fourth, to the payment of the Secured Obligations of such Obligor then due and agree that payable, in each case to each Secured Party ratably in accordance with the amount of Secured Obligations then due and payable to such Secured Party (it being understood that, for the purposes hereof (i) the ABL outstanding principal amount of the loans and other obligations under the Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments Designated Indebtedness Documents shall be deemed then due and make advances thereunderpayable whether or not any Acceleration of such loans and other obligations has occurred, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) to the amount extent any cover in respect of the ABL Obligations a letter of credit shall be due and payable under a Debt Document that may such cover shall be outstanding at any time or from time deemed to time may be increased or reduced a Secured Obligation that is due and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; payable for purposes hereof and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL outstanding amount of Hedging Agreement Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral under Hedging Agreements shall be applied as specified in this Section 4.1. The Lien Priority shall deemed then due and payable whether or not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.termination thereof has occurred); and

Application of Proceeds. Subject to the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent or the Term Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligations. The Shared a single primary counsel to the Term Administrative Agent and the Term Collateral AgentsAgent and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Term Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Term Administrative Agent or the Term 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 Shared exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Secured Parties, expressly acknowledge and agree that (i) Agent shall have absolute discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Term Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Term Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Term Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing way for the misapplication thereof. The Term Collateral Agent shall have no liability to any of either the ABL Obligations or Secured Parties for actions taken in reliance on information supplied to it as to the Shared Collateral amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature Subject to the Intercreditor Agreement and Sections 7.02(b) and (c) below, the Administrative Agent and the Collateral Agent shall apply (a) the proceeds of ABL any collection, sale, foreclosure or other realization upon any Collateral securing Term Loans and Obligations. The Shared , including any such Collateral Agentsconsisting of cash, and (b) any amounts received in respect of the Obligations following the automatic termination of any Incremental Term Loan Commitments and the Term Loans automatically becoming due and payable pursuant to Section 7.01, in each case 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 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 the Shared Collateral Secured Partiesany Loan Party, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral other costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with a permitted disposition by the ABL Loan Parties exercise of any right or remedy hereunder or under any ABL Credit Agreement shall constitute other Loan Document, any amounts for which the Exercise 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 Loan Document 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 all Obligations consisting of accrued and unpaid 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 Term Loans, and scheduled periodic payments then due under Secured Creditor Remedies under this AgreementHedging Agreements (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all Obligations (iiincluding monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) the consisting of unpaid principal amount of the ABL Term Loans and any premium thereon or breakage or termination fees, costs or expenses related thereto and any other Obligations that may in respect of Secured Hedging Agreements (the amounts so applied to be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that distributed among the terms Secured Parties pro rata in accordance with the amounts of the ABL Obligations may be modified, extended or amended from time owed to time, and that them on the aggregate amount date of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereofany such distribution); and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partFOURTH, to the ABL 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 at any time; provided, however, that from and after owed to them on the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered such distribution); and FIFTH, to the Borrowers, their respective successors or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsassigns, or any portion thereofas a court of competent jurisdiction may otherwise direct.

Application of Proceeds. (a) Revolving Nature The proceeds of ABL any collection or sale of Collateral, 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 Agent in connection with such collection or sale or otherwise in connection with this Agreement or any of the Secured Obligations. The Shared Collateral Agents, 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 Agent hereunder on behalf of the Shared Collateral Secured Parties, expressly acknowledge Grantors and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral other reasonable costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with a permitted disposition by the ABL Loan Parties under exercise of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreementright or remedy hereunder; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partTHIRD, to the ABL Obligations at any timeAgent to be held as cash collateral to the extent of the undrawn amounts, if any, of outstanding Letters of Credit; providedFOURTH, however, that from pro rata to the payment in full of principal and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender interest in respect of any ABL Loans outstanding (pro rata as among the Lenders in accordance with the amounts of the Loans made by them pursuant to the Credit Agreement); FIFTH, to the payment in full of all Secured Obligations (other than those referred to above) owed to the Lenders (pro rata as among the Lenders in accordance with the amounts of Secured Obligations owed to each Lender on the date of any such distribution); and SIXTH, to the Indenture Trustee for the Senior Secured Notes, to the appropriate Grantors, their successors and assigns, or to whosoever may be lawfully entitled to receive same or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be applied as specified in this Section 4.1. The Lien Priority a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. Lender will within three (a3) Revolving Nature Business Days after receipt of ABL cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. Lender shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrowers. Any proceeds of any disposition by Lender of all or any part of the Collateral may be first applied by Lender to the payment of expenses incurred by Lender in connection Fourth Amended and Restated Loan and Security Agreement 52 Express Grain Terminals, LLC, et al. with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13 hereof. Notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any Guaranty provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that Lender may elect to apply the proceeds of any such Collateral or Guaranty to repay or cash collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Obligor) before applying the proceeds of any other Collateral or Guaranty provided under any Loan Document, if in the reasonable determination of Bank, such order of application will maximize the repayment of all of the Obligations. The Shared Collateral Agents, on behalf Lender shall have absolute discretion as to the time of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral such proceeds, moneys, or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral balances in connection accordance with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection 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, the Collateral Agent shall apply the proceeds of any collection or 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 Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other 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 (aas defined in the Real Estate Collateral Management Agreement) Revolving Nature 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 ABL Obligations. The Shared all advances made by the Collateral AgentsAgent hereunder, under any other Note Document or under any other LC Facility Document on behalf of the Shared Collateral Secured Parties, expressly acknowledge any Grantor and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral other costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with a permitted disposition by the ABL Loan Parties exercise of any right or remedy hereunder, under any ABL Credit Agreement shall constitute other Note Document or under any other LC Facility Document; SECOND, to the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount payment in full of the ABL LC Facility Obligations that (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 be outstanding 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 or from time to time may held in the Collateral Account shall be increased or reduced and subsequently reborrowedbeneficially owned by Grantors but shall be held in the name of the Collateral Agent hereunder, and that as collateral security for the Obligations upon the terms of and conditions set forth herein. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the ABL Obligations may be modifiedIntercreditor Agreement, extended or amended from time to time, and that otherwise receive any funds deposited into the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent Collateral Account. Cash held by the Shared Collateral Secured Parties and without affecting Agent in the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority Account shall not be altered 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 otherwise affected by in the Intercreditor Agreement. Subject to the Collateral Agent’s rights hereunder, any interest, if any, earned on deposits of 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 amendmentbanking institutions necessary or appropriate to receive and distribute proceeds in accordance with this Section 5.02, modificationthe Security Documents, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or LC Facility Documents and the Shared Collateral Obligations, or any portion thereofNotes Documents.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of  Notwithstanding anything to the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that contrary contained in the ordinary course of business Credit Agreement, the ABL Agent 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 ABL Lenders will contrary contained in the Credit Agreement, either apply payments and make advances thereunder, and that no application of any ABL Collateral such proceeds to the Obligations in such order as it elects or the release of any Lien by the ABL Agent upon any such portion of the ABL Collateral 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 connection with 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 permitted disposition by portion of the ABL Loan Parties under proceeds to Borrower for restoration of the Mortgaged Property, at any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) time thereafter Lender determines that the amount of proceeds is insufficient to complete restoration, Borrower shall deposit the ABL Obligations that may amount of such deficiency with Lender within thirty (30) days after notice from Lender. All plans and specifications for the restoration shall be outstanding at any time or from time approved by Lender prior to time may be increased or reduced and subsequently reborrowed, and that the terms commencement of the ABL Obligations may restoration, such approval not to be modifiedunreasonably withheld. Except to the extent insurance proceeds are actually retained by Xxxxxx and applied to the Obligations, extended 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 amended from time not sufficient proceeds are available. No such retention and application shall be deemed a cure or waiver of any Event of Default under this Mortgage.  Notwithstanding the foregoing and anything to timethe contrary contained in the Credit Agreement, and that Xxxxxx agrees to authorize the aggregate amount use of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, insurance proceeds with respect to the ABL Obligations at any time; providedMortgaged Property (less all costs and expenses, howeverif any, that from and after the date on which the ABL Agent (or any ABL Lenderincurred by Xxxxxx in obtaining such insurance proceeds) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.for restoration provided that: 

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared If any Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral is sold or the release of any Lien otherwise realized upon by the ABL Agent upon any portion of the ABL Collateral Trustee in connection with a permitted disposition any foreclosure, collection or other enforcement of Priority Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the ABL Loan Parties under any ABL Credit Agreement shall constitute Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Exercise Collateral Trustee, subject to the provisions in the Intercreditor Agreement, in the following order of Secured Creditor Remedies application: FIRST, to the payment of all amounts payable under this AgreementAgreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of Indebtedness and other obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or obligation is to be discharged in connection with such sale or other realization; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Notes and other Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (iiincluding all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the amount percentage of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that aggregate undrawn amount required for release of Liens under the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount applicable Priority Lien Document) of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereofall outstanding letters of credit constituting Priority Lien Debt); and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partFOURTH, to the ABL Agent or other representative with respect to any ABL Debt Obligations at any time; providedfor application to the payment of all outstanding ABL Debt Obligations that are then due and payable in an amount sufficient to pay in full in cash all outstanding ABL Debt and all other ABL Debt Obligations that are then due and payable (including, however, that from and all interest accrued thereon after the date on which commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the ABL Agent Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (or at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable ABL Debt Document) of all outstanding letters of credit constituting ABL Debt); FIFTH, to the respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any ABL Lender) commences other Subordinated Lien Obligations that are then due and payable in such order as may be provided in the Exercise of Secured Creditor Remedies, Subordinated Lien Documents in an amount sufficient to pay in full in cash all amounts received by outstanding Subordinated Lien Debt and all other Subordinated Lien Obligations that are then due and payable (including all interest accrued thereon after the ABL Agent or any ABL Lender in respect commencement of any ABL Collateral shall be applied as Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in this Section 4.1. The the Subordinated Lien Priority shall Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Subordinated Lien Document) of all outstanding letters of credit, if any, constituting Subordinated Lien Debt); and SIXTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either paid to the ABL Obligations Issuers or the Shared Collateral Obligationsapplicable Guarantor, as the case may be, or any portion thereofits successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsIf, on behalf any Mandatory Payment Date that a repayment of Loans or reduction of Commitments pursuant to Section 6(d)(i), (d)(ii) or (d)(iii) hereof would be required, the Borrower is also required to repay an Allocated Amount under a Designated Bilateral Facility at such time, then (x) the Borrower shall apply such Allocated Amount on a pro rata basis (determined on the basis of the Shared Collateral Secured Partiesaggregate outstanding principal amount at such time of the Loans and any indebtedness under any such Designated Bilateral Facility at such time) to the repayment of the Loans and the repayment of the indebtedness under such Designated Bilateral Facility, expressly acknowledge and agree the amount of repayment of the Loans that would have otherwise been required pursuant to Section 6(d)(i), (id)(ii) or (d)(iii) shall be reduced accordingly, (y) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent outstanding Commitments and the ABL Lenders will apply payments commitments outstanding under the Designated Bilateral Facilities shall be reduced on a pro rata basis (determined on the basis of the aggregate outstanding Commitments hereunder and make advances thereunder, and that no application of any ABL Collateral or the release of commitments under any Lien such Designated Bilateral Facility at such time) by the ABL Agent upon any amount of such Mandatory Payment Amount and the Commitment reduction that would have otherwise been required pursuant to Section 6(d)(i), (d)(ii) or (d)(iii) shall be reduced accordingly and (z) the remainder, if any, of such Mandatory Payment Amount in excess of the Allocated Amount shall be applied by the Borrower to repayment of the Loans in accordance with the terms hereof; provided that the Borrower shall deliver to the Lenders, prior to such Mandatory Payment Date, a certificate of a responsible officer of the Borrower setting forth in reasonable detail each of the Lender’s pro rata portion of the ABL Collateral Allocated Amount, including the aggregate outstanding principal amount of any indebtedness and the aggregate commitment, in each case, at such time under any such Designated Bilateral Facility that requires a repayment or commitment reduction in connection with a permitted disposition by such Mandatory Payment Event at such time and provided, further, that to the ABL Loan Parties extent any Lender or the lenders under any ABL Credit Agreement shall constitute Designated Bilateral Facility decline to have such indebtedness repaid (any such amount, the Exercise of Secured Creditor Remedies under this Agreement; “Declined Amount”), the pro rata portion (ii) determined on the amount basis of the ABL Obligations aggregate outstanding principal amount at such time of the Loans and any indebtedness under any Designated Bilateral Facility that may has not declined such proceeds at such time) of such Declined Amount shall promptly (and in any event within five Business Days after the date of such rejection) be outstanding at applied to pay the Loans and any time or from time to time may be increased or reduced and subsequently reborrowedindebtedness under any Designated Bilateral Facility that has not declined such proceeds, and that as applicable, in accordance with the terms of the ABL Obligations may be modifiedthis Section 6(d) and provided, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partfurther, to the ABL Obligations at any time; providedextent that each of the lenders under each applicable Designated Bilateral Facility and the Lenders hereunder elect to decline to have such Loans repaid, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received such Declined Amount may be retained by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofBorrower.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared If any Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral is sold or the release of any Lien otherwise realized upon by the ABL Agent upon any portion of the ABL Collateral Trustee in connection with a permitted disposition by any foreclosure, collection or other enforcement of Liens granted to the ABL Loan Parties under any ABL Credit Agreement shall constitute Collateral Trustee in the Exercise of Secured Creditor Remedies under this Agreement; (ii) Parity Lien Security Documents, the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral Proceeds received by the ABL Agent may Collateral Trustee from such foreclosure, collection or other enforcement and the Proceeds of any title or other insurance policy received by the Collateral Trustee will be applieddistributed by the Collateral Trustee, reversedsubject to the provisions of the Intercreditor Agreement, reappliedin the following order of application: FIRST, creditedto the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or reborrowedother liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the repayment of Indebtedness and other Obligations, other than Parity Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is intended to be discharged (in whole or in part) in connection with such sale; THIRD, to the ABL respective Parity Lien Debt Representatives equally and ratably for application to the payment of all outstanding Parity Lien Obligations at any time; providedthat are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Obligations that are then due and payable (including, howeverto the extent legally permitted, that from and all interest accrued thereon after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect commencement of any ABL Collateral shall be applied as Insolvency Proceeding at the rate, including any applicable post-default rate, specified in this Section 4.1. The the Parity Lien Priority shall Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit, if any, constituting Parity Lien Obligations); and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations paid to Company or the Shared Collateral Obligationsapplicable Guarantor, as the case may be, its successors or assigns, or any portion thereofas a court of competent jurisdiction may direct.

Application of Proceeds. Subject to each Intercreditor Agreement (aif any), the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) Revolving Nature and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of ABL the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations. The Shared , including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Shared Collateral Secured PartiesAgent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, expressly acknowledge and agree that (i) any indemnification of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders will apply payments Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the interest due in respect of the Obligations which such Collateral secures; THIRD, to the remaining Obligations which such Collateral secures; and make advances thereunderFOURTH, and that no to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any ABL such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, Except as expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that provided elsewhere in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral Proceeds received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL sale of, collection from, or other realization upon 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 specified 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 reasonable compensation to Collateral 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 Grantors, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with the exercise of any right or remedy hereunder; SECOND: To the ratable payment 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 shall be applied as provided in this Section 4.1. The Lien Priority shall not be altered 18 to then outstanding Secured Obligations) (for the ratable benefit of the holders thereof) and, as to obligations arising under the Credit Agreement, as provided in the Credit Agreement, provided, that, no Proceeds received by Collateral Agent in respect of any sale of, collection from or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, other realization upon all or any part of the 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 thereof.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 shall be entitled to deduct from the share of such 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 this Section 18 as defined in Section 7(c) of the Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; and

Application of Proceeds. Subject to the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Term Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligations. The Shared Xxxx Xxxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Term Collateral AgentsAgent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Term 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 Shared exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Secured Parties, expressly acknowledge and agree that (i) Agent shall have absolute discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Term Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Term Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Term Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing way for the misapplication thereof. The Term Collateral Agent shall have no liability to any of either the ABL Obligations or Secured Parties for actions taken in reliance on information supplied to it as to the Shared Collateral amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral Secured Partiespursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, expressly acknowledge shall be applied by the Administrative Agent: First, to the payment of the costs and agree that (i) expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Administrative Agent and the ABL Lenders will apply payments fees and make advances thereunderexpenses of its agents and counsel, and all reasonable expenses incurred and advances made by the Administrative Agent in connection therewith; Next, to the payment in full of the Secured Obligations, in each case in a manner reasonably determined by the Administrative Agent with the intention of ensuring that no application the Secured Obligations, after giving effect to other sources of payment utilized or expected to be utilized, are equally and ratably paid in accordance with the respective amounts thereof due and owing or as the Lenders holding the same may otherwise agree; and Finally, to the payment to the Parent, or its successors or assigns, or as a court of competent jurisdiction may direct, of any ABL Collateral or surplus then remaining. Notwithstanding the release foregoing, the proceeds of any Lien by cash or other amounts held in the ABL Agent upon any portion “Letter of Credit Liabilities Sub-Account” of the ABL Collateral in connection with a permitted disposition by Account pursuant to Section 4.3 hereof shall be applied first to the ABL Loan Parties under any ABL Letter of Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be Liabilities outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, second to the ABL other Secured Obligations at any time; providedin the manner provided above in this Section 5.9. Notwithstanding the foregoing, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all no amounts received by from the ABL Agent or any ABL Lender in respect of any ABL Collateral Parent shall be applied as specified to any Excluded Swap Obligations of the Parent. As used in this Section 4.1. The Lien Priority 5, “proceeds” of Collateral shall not be altered mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing adjustment of either debt of the ABL Obligations or the Shared Collateral Obligations, Parent or any portion thereofissuer of or obligor on any of the Collateral.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsTerm Agent, for and on behalf of itself and the Shared Collateral Term Secured Parties, expressly acknowledge acknowledges and agree agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Term Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, reapplied or credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL LenderSecured Party) or the Term Agent (or any Term Secured Party) commences the Exercise of Any Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1Sections 4.1(b) and (c). The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Term Obligations, or any portion thereof. Notwithstanding anything to the contrary contained in this Agreement, any Term Document or any ABL Document, each Loan Party and the Term Agent, for itself and on behalf of the Term Secured Parties, agrees that (i) only Term Priority Collateral or proceeds of the Term Priority Collateral shall be deposited in the Term Loan Priority Accounts and (ii) prior to the receipt of a Term Cash Proceeds Notice, the ABL Secured Parties are hereby permitted to treat all cash, cash equivalents, money, collections and payments deposited in any ABL Deposit and Securities Account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, and no such amounts credited to any such ABL Deposit and Securities Account or received by any ABL Secured Parties or applied to the ABL Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of the Term Secured Parties (and all claims of the Term Agent or any other Term Secured Party to such amounts are hereby waived).

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (ain its capacity as such hereunder or under the Indenture or any other Indenture Document) Revolving Nature and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of ABL the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations. The Shared , including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Shared Collateral Secured PartiesAgent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, expressly acknowledge and agree that (i) any indemnification of the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Lenders will apply payments Trustee required by the terms hereunder, under the Indenture or under any other Indenture Document; and make advances thereunderSECOND, and that no to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowedpurchasers of the Collateral so sold, and that the terms of the ABL Obligations may be modified, extended such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral All monies received by the ABL Agent may Chargee from any proceeding instituted or step taken under this Charge or any other Security Documents shall subject to statutory priorities (if any), be appliedapplied by the Chargee:- FIRST in payment of any quit rents, reversed, reapplied, credited, or reborrowed, in whole or in part, taxes assessments fees lawful outgoing and other fees due and payable to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender relevant authorities in respect of the Property or any ABL Collateral other property charged or assigned to the Chargee as security for the Secured Amounts; SECOND in payment of all costs, charges and other expenses incurred and payments made by the Chargee under the provisions this Charge or any other Security Documents ( if any) and any other taxes payable under any written law for the 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 (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other accounts of whatsoever nature, agreement or contract or otherwise with the Chargee and all such monies available under this premise are specially held in trust for the Chargee for the satisfaction of such liabilities; and FIFTH any surplus shall be applied as specified paid to such person entitled thereto. PROVIDED ALWAYS THAT the Chargee may in this Section 4.1. The Lien Priority 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 be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing prejudice the right of either the ABL Obligations or Chargee to receive the Shared Collateral Obligations, full amount to which it would have been entitled if the primary order had been observed or any portion thereoflesser amount which the sum ultimately realized from the security may be sufficient to pay.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared If any Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral is sold or the release of any Lien otherwise realized upon by the ABL Agent upon any portion of the ABL Collateral Trustee in connection with a permitted disposition any foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against GXS or any other Grantor, the proceeds (cash and non cash) received by the ABL Loan Parties Collateral Trustee from such foreclosure, collection, sale or other enforcement will be distributed by the Collateral Trustee in the following order of application; provided that, this order of application shall in no event apply to any amount held in the Escrow Account (as defined in the Indenture): FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any ABL reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited, to indemnification payments and reimbursements); SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt Obligations, secured by a Permitted Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is required to be discharged in connection with such sale; THIRD, to the Priority Lien Representative under the Revolving Credit Agreement shall constitute for application to the Exercise payment of Secured Creditor Remedies under this all outstanding First Out Revolver Debt and any other First Out Obligations that are then due and payable, in such order as may be provided in the Revolving Credit Agreement in an amount sufficient to pay in full in cash all outstanding First Out Revolver Debt and all other First Out Obligations that are then due and payable, including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Revolving Credit Agreement; , even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (iiat the lower of (1) 105% of the aggregate undrawn amount and (2) the amount percentage of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that aggregate undrawn amount required for release of Liens under the terms of the ABL Obligations may be modifiedRevolving Credit Agreement) of all outstanding letters of credit constituting First Out Revolver Debt; FOURTH, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partratably, to the ABL respective Priority Lien Representatives for application to the payment of all other outstanding Priority Lien Debt and all other Priority Lien Obligations at any time; providedthat are then due and payable, howeverin such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all such Priority Lien Debt and all such other Priority Lien Obligations that are then due and payable, that from and including all interest accrued thereon after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect commencement of any ABL Collateral shall be applied as Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in this Section 4.1. The the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority shall Lien Document) of all outstanding letters of credit constituting such other Priority Lien Debt; FIFTH, to the respective Junior Lien Representatives 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 Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); and SIXTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be altered paid to the applicable Grantor, as the case may be, its successors or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsassigns, or any portion thereofas a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsIf, on behalf of pursuant to the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL exercise by any Credit Agreement includes a revolving commitmentDefaulted Party or the Collateral Trustees of any rights and remedies set forth in any Collateral Document, that any Collateral is sold or otherwise realized upon by the Collateral Trustees, or if any Net Proceeds are received by the Collateral Trustees from any Prepayment Event after delivery of any Collateral Trust Agreement Default Notice (until it has been terminated, rescinded or withdrawn by the Credit Agreement Defaulted Party or the Required Representative, as the case may be), the Collateral Trustees shall deposit into the Collateral Account the proceeds they receive in respect of such Collateral, and the Corporate Trustee shall distribute pursuant to the provisions of Section 5.04 all moneys held in the ordinary course Collateral Account as follows: FIRST, to the payment (in such priority as the Corporate Trustee shall elect, but without duplication) of business the ABL Agent all reasonable legal fees and the ABL Lenders will apply payments expenses and make advances thereunder, and that no application other reasonable costs or expenses or other liabilities of any ABL Collateral or the release of any Lien kind incurred by the ABL Agent upon Collateral Trustees as Secured Parties under any portion of the ABL Collateral Document or otherwise in connection with a permitted disposition any Collateral Document or this Agreement (including, without limitation, any reasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Collateral Document, or in the ABL Loan Parties under operation or maintenance of any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at assets covered by any time Collateral Document), including the reimbursement to any Representative of any amounts theretofore advanced by such Representative for the payment of such fees, costs and expenses, except only for any such fees, expenses, costs or from time liabilities incurred by any Collateral Trustee as a result of its gross negligence or willful misconduct in performing or failing to time may be increased or reduced and subsequently reborrowed, and that the terms perform any of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, its duties to the ABL Obligations at any timeparties hereto expressly set forth herein; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such costs, fees, expenses and liabilities otherwise payable to the Collateral Trustees from funds outside of the Collateral Account, as required by this Agreement; SECOND, to the Collateral Trustees (without duplication) in an amount equal to the Collateral Trustees' Fees which are unpaid as of such Distribution Date and to any Representative which has theretofore advanced or paid any such Collateral Trustees' Fees in an amount equal to the amount thereof so advanced or paid by such Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from finds outside of the Collateral Account, as required by this Agreement; THIRD, in accordance with Section 5.01(c), ratably to the Representatives for the benefit of the Secured Parties for application to the Secured Obligations of such Secured Parties, or, to be held by such Representatives (or by the Corporate Trustee on behalf of such Representatives pursuant to Section 5.02 or otherwise) pending such application until all such Secured Obligations have been paid in full and all letters of credit that constitute Secured Obligations and all commitments thereunder have been terminated or cash collateralized in full; and FOURTH, any surplus remaining after the date on which payment in full in cash of the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral Obligations shall be applied as specified in this paid, pursuant to the provisions of Section 4.1. The Lien Priority shall not be altered 8.02, to the applicable Grantor, its successors or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligationsassigns, or any portion thereofto whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature The proceeds of ABL Obligations. The Shared Collateral Agentsany 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, on behalf any net earnings arising from the management, charter or other use of such Vessel or Vessels by the Mortgagee under any of the Shared Collateral Secured Partiespowers herein contained or by law provided and the proceeds of any and 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, expressly acknowledge shall be applied as follows: First, to the Mortgagee in an amount sufficient to pay in full the costs and agree that 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 taxes, assessments or liens claiming priority over the lien of this Mortgage; Second, to the Lenders in 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 ABL Credit Agreement includes a revolving commitment, that Lenders in an amount equal to the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion principal amount of the ABL Collateral outstanding Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations on a pro rata basis in accordance with the then outstanding principal amount of the Loans and L/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 a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that Lender Rate Contract the terms of which comply with the ABL Obligations may be modified, extended or amended from time Credit Agreement to timethe extent of the associated Termination Value of such Lender Rate Contract, and that such proceeds will not be applied to the aggregate amount extent of any excess over such Termination Value in connection with any Lender Rate Contact, until the ABL Obligations may be increased, replaced or refinanced, (other than obligations under this clause (ii)) have been paid in each event, without notice to or consent by full and the Shared Collateral Secured Parties and without affecting the provisions hereofRevolving Loan Commitments have been terminated; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partFourth, to the ABL Lenders in an amount equal to any other Obligations, which are then unpaid (other than any Obligations at related to Lender Rate Contracts and Lender Bank Products); Fifth, to the Lenders and Affiliates thereof in an amount equal to any timeother Obligations related to Lender Rate Contracts the terms of which comply with the Credit Agreement, which are then unpaid; providedSixth, howeverto 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 of the Obligations, to the 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 “Sixth” above, the Mortgagee shall be entitled to collect the balance from and after the date on which the ABL Agent (Owner or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofother Person liable therefor.

Application of Proceeds. (a) Revolving Nature 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 ABL ObligationsReal 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 Shared provisions of the foregoing sentence shall apply to proceeds of Real Estate Collateral, whether received by the Agent prior to or during the continuance of any Proceeding and whether such proceeds are paid pursuant to any pre-petition or post-petition financing facilities. Until such time as the Agent has received, for application against the Senior Debt, aggregate proceeds of Real Estate Collateral Agentsin 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 Person making such payment or distribution directly to the Agent on behalf of the Shared Collateral Secured PartiesSenior Lenders, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and event that no application of any ABL Collateral such payment or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement distribution shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be appliedTrustee on account of Indenture Debt, reversed, reapplied, credited, or reborrowed, in whole or in part, at a time prior to the ABL Obligations at any time; providedAgent having received, howeverfor application against the Senior Debt, that proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, such 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 and after the date on which Real Estate Collateral equal to the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor RemediesReal Estate Limit, all amounts received by the ABL Agent or any ABL Lender in respect payments and distributions of any ABL Real Estate Collateral shall be applied treated by the Agent in the same manner as specified 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 Section 4.1. The Lien Priority Agreement shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either preclude the ABL Obligations Company from paying the Trustee (or the Shared Collateral Obligations, or any portion thereofTrustee from retaining) the fee and expense reimbursements to which it is entitled under the Indenture Documents.

Application of Proceeds. (a) Revolving Nature The Administrative Agent shall apply the proceeds of ABL any collection, sale, foreclosure or other realization upon any Collateral as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent 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. The Shared Collateral Agents, 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 hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the Shared Collateral exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured PartiesParties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and THIRD, expressly acknowledge and agree that (i) to the ABL Credit Agreement includes Grantors, their successors or assigns, or as a revolving commitment, that in court of competent jurisdiction may otherwise direct. The Administrative Agent shall have absolute discretion as to the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the release receipt of 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 Lien by the ABL Agent upon any portion part of the ABL Collateral purchase money paid over to the Administrative Agent or such officer or be answerable in connection with a permitted any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at Collateral are insufficient to pay all Obligations, including any time or from time to time may be increased or reduced attorneys’ fees and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent other expenses incurred by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Administrative Agent or any ABL Lender in respect to collect such deficiency. Notwithstanding the foregoing, the proceeds of any ABL collection, sale, foreclosure or realization upon any Collateral shall be applied as specified in this Section 4.1. The Lien Priority of any Grantor shall not be altered or otherwise affected by applied to any Excluded Swap Obligation of such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Grantor and shall instead be applied to other Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsSubject to applicable law, on behalf of the Shared Collateral Secured Parties, expressly acknowledge Permitted Liens and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended Collateral Trust Agreement as in effect from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced if any Collateral is sold or refinanced, in each event, without notice to or consent otherwise realized upon by the Shared Collateral Secured Parties and without affecting Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the provisions hereof; and (iii) all ABL Collateral Trustee in the Security Documents, the proceeds received by the ABL Agent may Collateral Trustee from such foreclosure, collection or other enforcement will be applieddistributed by the Collateral Trustee to the Trustee for application by the Trustee in the following order: FIRST, reversed, reapplied, credited, or reborrowed, in whole or in partratably, to the ABL Obligations at Trustee, the Collateral Trustee and any time; provided, however, that from and after the date on which the ABL Agent (other than the Company or any ABL Lenderof its Subsidiaries acting as an Agent) commences toward the Exercise payment of Secured Creditor Remedies, all amounts received due to the Trustee, the Collateral Trustee and any Agent (other than the Company or any of its Subsidiaries acting as an Agent) under Section 7.06 hereof, and to the Collateral Trustee under any Security Document, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the ABL Trustee, the Collateral Trustee and any Agent (other than the Company or any ABL Lender of its Subsidiaries acting as an Agent) or any co-trustee or agent of the Trustee, the Collateral Trustee or any Agent (including reasonable fees and expenses of the Trustee’s, the Collateral Trustee’s or any Agent’s counsel) (other than the Company or any of its Subsidiaries acting as an Agent); SECOND, to Holders for Obligations in respect of the Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such Notes that are then due and payable (including all interest accrued thereon after the commencement of any ABL Collateral shall insolvency or liquidation proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, if any, respectively; and THIRD, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either paid to the ABL Obligations Issuer or the Shared Collateral Obligationsapplicable Guarantor, as the case may be, its successors or assigns, or any portion thereofas a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature If there is Collateral with respect to any Series of ABL Pari Passu Debt, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon all Collateral in the following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Collateral Agent in connection with such sale, collection or realization or otherwise in connection with or related to this Agreement or any of the Pari Passu Debt Obligations. The Shared , including all court costs and the reasonable fees and expenses of its co-trustees, agents and legal counsel, the repayment of any and all advances made by the Collateral Agents, Agent hereunder on behalf of the Shared Collateral Secured Parties, expressly acknowledge any Grantor and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent any other reasonable and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral documented costs or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral expenses incurred in connection with the exercise or preservation of any right or remedy hereunder; SECOND, on a permitted disposition by pro rata basis, to each Pari Passu Debt Representative for each Series of Pari Passu Debt for application to the ABL Loan Parties under payment of all outstanding Pari Passu Debt and any ABL Credit Agreement other Pari Passu Debt Obligations that are then due and payable in such order as may be provided in the applicable Pari Passu Debt Documents in an amount sufficient to pay in full and discharge all outstanding Pari Passu Debt Obligations that are then due and payable; and THIRD, if the Discharge of Pari Passu Debt Obligations shall constitute have occurred, any surplus then remaining shall be paid to the Exercise Grantors or their successors or assigns or as a court of Secured Creditor Remedies under competent jurisdiction may direct in a final, non-appealable judgment. For purposes of this Agreement; (ii) the amount Section 3.5(a), “proceeds” of Collateral shall mean any and all cash, securities and other property or assets of any kind realized from collection, foreclosure or enforcement of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that Collateral Agent’s Liens upon the terms Collateral (including distributions of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, Collateral in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect satisfaction of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Pari Passu Debt Obligations, or any portion thereof).

Application of Proceeds. (a) Revolving Nature The proceeds of ABL Obligations. The Shared any collection, sale, disposition or other realization of Collateral Agents, on behalf upon the enforcement of the Shared security for the Secured Obligations (including for these purposes distributions of cash, securities or other property on account of the value of the Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes in a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application bankruptcy case of any ABL Grantor), including any Collateral consisting of cash, shall be applied as follows (or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under as this Agreement; (ii) the amount of the ABL Obligations that Section 5.5 may be outstanding at any time or amended from time to time may be increased or reduced and subsequently reborrowed, and that with the terms consent of the ABL Obligations may be modifiedFirst Priority Representative, extended or amended from time to timethe Trustee and the Additional Agent, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partif any, to the ABL extent necessary to permit additional junior debt): FIRST, to the payment of all costs and reasonable expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement or any other Finance Document, including all and the reasonable and documented out-of-pocket court costs fees and documented expenses of its agents and one lead legal counsel in each relevant jurisdiction, the repayment of all advances made by the Collateral Agent hereunder or under any other Finance Document on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Finance Document; SECOND, to the payment in full of all Obligations at any timeconstituting fees, indemnities, expenses and other amounts (other than principal and interest) owed to the Agents in their capacities as such; providedTHIRD, howeverto the payment in full of all of the remaining Bank Priority Obligations (other than the amounts referred to in the immediately following paragraph), the amounts so applied to be distributed among the Bank Secured Parties in accordance with Section 8.03 of the Credit Agreement; FOURTH, to the payment in full of all interest or entitlement to fees or expenses or other charges that from and accrue on the Bank Priority Obligations after the date on which the ABL Agent (commencement of any Insolvency or Liquidation Proceeding with respect to Holdings or any ABL Lender) commences of its Subsidiaries, whether or not allowed or allowable in any such proceeding (it being understood that if it is held that the Exercise of Secured Creditor RemediesBank Priority Obligations and the Bond Obligations constitute only one secured class (rather than separate classes for the Bank Priority Obligations and the Bond Obligations), all distributions pursuant to this provision FOURTH shall be made as if there were separate classes of claims); FIFTH, to the payment in full of all of the Pari Passu Obligations, the amounts received by so applied to be distributed among the ABL Agent Bond Secured Parties in accordance with Section 6.10 of the Indenture and among the Additional Secured Parties in accordance with any comparable provision in the Additional Loan Documents, as applicable; SIXTH, to the payment in full of all interest or entitlement to fees or expenses or other charges that accrue on the Pari Passu Obligations after the commencement of any Insolvency or Liquidation Proceeding with respect to Holdings or any ABL Lender of its Subsidiaries, whether or not allowed or allowable in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.proceeding;

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreement, extended the Collateral Agent shall promptly apply the proceeds, moneys or amended from time to timebalances of any collection or sale of Collateral, and that the aggregate amount as well as any Collateral consisting of the ABL Obligations may be increasedcash, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partas follows: FIRST, to the ABL payment of all reasonable costs and expenses and indemnification amounts incurred by the Collateral Agent or the Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other 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 Collateral Agent or the Trustee hereunder or under any other Indenture Document on behalf of any Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document; SECOND, to the payment in full of the Obligations at any time; provided, however, that from and after (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 on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall be applied have absolute discretion as specified 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 4.15.02, 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. The Lien Priority 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 altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, the proceeds of any sale of or other realization upon, all or any part of the Collateral shall be applied: FIRST, to all fees, costs and expenses (aincluding reasonable attorneys fees and expenses, and expenses of any other agents or experts deemed by the Trustee to be required or beneficial) Revolving Nature of ABL Obligations. The Shared incurred by and due and owing to the Trustee and the Trustee with respect to the Indenture, the other Financing Documents or the Collateral AgentsDocuments; SECOND, to accrued and unpaid interest and premium, if any, on behalf the Obligations (including any interest which, but for EXECUTION VERSION the provisions of the Shared Collateral Secured PartiesBankruptcy Code, expressly acknowledge would have accrued on such amounts); THIRD, to the principal amounts of the Obligations outstanding; FOURTH, to any other Obligations of Premier or any Pledgor owing to the Trustee; FIFTH, so long as the indebtedeness under the Rank Note is then outstanding, to Rank to be applied in accordance with the Rank Note, the Rank Purchase Agreement and agree that the Intercreditor Agreement; and SIXTH, (i) if the ABL Credit Trustee shall have foreclosed upon the pledge of the membership interests in Premier pursuant to the this Agreement, to AA Capital to be distributed in accordance with that certain Equity Agreement includes entered into among Premier, AA Capital and GAR, dated as of even date herewith, or to the persons legally entitled thereto as directed by a revolving commitmentcourt of competent jurisdiction; and (ii) if the Trustee shall not have foreclosed upon the pledge of the membership interests in Premier pursuant to this Agreement, that in to Premier or to the ordinary course persons legally entitled thereto as directed by a court of business the ABL Agent and the ABL Lenders will apply payments and make advances thereundercompetent jurisdiction, and that no application PROVIDED, HOWEVER, prior to (i) commencement of any ABL Collateral or the release of any Lien an action by the ABL Agent upon Trustee to foreclose on all or any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; Collateral, or (ii) the amount filing of a petition (either voluntary or involuntary) for bankruptcy by the Issuer, the proceeds of any such sale of all or any portion of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied first to satisfy the obligations of Premier to Hard Rock Hotel Licensing, Inc., and, thereafter, shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofset forth above.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral All monies received by the ABL Agent may Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall subject to statutory priorities (if any), be appliedapplied by the Bank:- FIRST in payment of any quit rents, reversed, reapplied, credited, or reborrowed, in whole or in part, taxes assessments fees lawful outgoing and other fees due and payable to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received relevant authorities by the ABL Agent or any ABL Lender Assignor in respect of the Property or any ABL Collateral other property charged or assigned to the Bank as security for the Secured Amounts; SECOND in payment of all costs, charges and other expenses incurred and payments made by the Bank or any other Security Documents (if any) and any other taxes payable under any written law for the 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 the Master Facility Agreement; FOURTH in or towards payment to the Assignor’s liabilities to the Bank (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other accounts of whatsoever nature, agreement or contract or otherwise with the Bank and all such monies available under this premise are specially held in trust for the Bank for the satisfaction of such liabilities; and FIFTH any surplus shall be applied as specified paid to such person entitled thereto. PROVIDED ALWAYS THAT the Bank may in this Section 4.1. The Lien Priority 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 be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing prejudice the right of either the ABL Obligations or Bank to receive the Shared Collateral Obligations, full amount to which it would have been entitled if the primary order had been observed or any portion thereoflesser amount which the sum ultimately realized from the security may be sufficient to pay.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral All monies received by the ABL Agent may Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall subject to statutory priorities (if any), be appliedapplied by the Bank:- FIRST in payment of any quit rents, reversed, reapplied, credited, or reborrowed, in whole or in part, taxes assessments fees lawful outgoing and other fees due and payable to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received relevant authorities by the ABL Agent Customer and / or any ABL Lender the Assignor in respect of the Property or any ABL Collateral other property charged or assigned to the Bank as security for the Secured Amounts; SECOND in payment of all costs, charges and other expenses incurred and payments made by the Bank or any other Security Documents (if any) and any other taxes payable under any written law for the 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 (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other accounts of whatsoever nature, agreement or contract or otherwise with the Bank and all such monies available under this premise are specially held in trust for the Bank for the satisfaction of such liabilities; and FIFTH any surplus shall be applied as specified paid to such person entitled thereto. PROVIDED ALWAYS THAT the Bank may in this Section 4.1. The Lien Priority 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 be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing prejudice the right of either the ABL Obligations or Bank to receive the Shared Collateral Obligations, full amount to which it would have been entitled if the primary order had been observed or any portion thereoflesser amount which the sum ultimately realized from the security may be sufficient to pay.

Application of Proceeds. The security interests, assignments, pledges, liens, charges and encumbrances now existing or hereafter created or arising in favor of the Collateral Agent for the benefit of the Secured Parties with respect to the Collateral and securing the Obligations shall be of equal priority, operation and effect amongst all Secured Parties. Notwithstanding the foregoing and without regard to whether Collateral is disposed of by the Collateral Agent in the exercise of its rights as a Secured Party, after an Event of Default and so long as such Event of Default is continuing, the Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including, without limitation, any proceeds from the sale of all or substantially all of the assets of the Grantors, as well as any Collateral consisting of cash, or any collateral granted under any other of the Security Documents, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Agents and the Lenders (ato the extent the Lenders are entitled to the same under Section 10.3 of the Credit Agreement) Revolving Nature in connection with such collection or sale or otherwise in connection with this Agreement or any of ABL the Obligations. The Shared Collateral Agents, including, without limitation, (i) all court costs and the reasonable fees and expenses of its agents and legal counsel, (ii) the repayment of all advances made by the Agents hereunder or under any other Loan Document, on behalf of the Shared Collateral Secured Partieseither Borrower or any Grantor, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) 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, the payment of all ABL Collateral received by accrued and unpaid interest on the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partSwingline Loans and then to the payment of outstanding principal on the Swingline Loans; THIRD, to the ABL payment of all accrued and unpaid interest on the Revolving Loans, pro rata based upon the outstanding principal balances thereof; FOURTH, to the payment of all outstanding principal on the Revolving Loans, pro rata based upon the outstanding principal balances thereof; FIFTH, to the payment of all accrued and unpaid Breakage Fees; SIXTH, to the Cash Collateral Account as collateral for Letter of Credit Outstandings up to 105% thereof; SEVENTH, to the payment of all Facility Fees and Letter of Credit Fees due to the Agents and the Revolving Lenders under the Loan Documents; EIGHTH, to the payment of all accrued and unpaid interest and all principal due to the Term Lender; NINTH, to payment of all other fees due to the Agents and pro rata fees due to the Revolving Lenders under the Loan Documents (excluding the Revolving Loan Early Termination Fee, if any); TENTH, to the payment of all fees due to the Term Lender (excluding the Term Loan Early Termination Fee, if any); ELEVENTH, to the payment, on a pari passu basis, of the Revolving Loan Early Termination Fee pro rata to the Revolving Lenders and the Term Loan Early Termination Fee to the Term Lender; TWELFTH, to the payment of all Obligations at (both as defined in the Credit Agreement or in the Facility Guaranty) of the Borrowers and the Grantors due under any timeHedging Agreements, including without limitation fees relating thereto; providedTHIRTEENTH, howeverto the payment of any unpaid Obligations (both as defined in the Credit Agreement or in the Facility Guaranty) of the Borrowers and the Grantors; and FOURTEENTH, that from and after to the date on which 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 ABL time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale or other disposition of the Collateral whether by the Collateral Agent (including pursuant to a power of sale granted by statute or any ABL Lenderunder a judicial proceeding) commences or otherwise, the Exercise receipt of Secured Creditor Remedies, all amounts received by the ABL Collateral Agent or any ABL Lender in respect of any ABL Collateral the officer making the sale or other disposition shall be applied as specified in this Section 4.1. The Lien Priority a sufficient discharge to the purchaser or purchasers of the Collateral so sold or otherwise disposed of and such purchaser or purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.”

Application of Proceeds. In the event Borrowers shall 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 (awho may, but need not, make proof of loss) Revolving Nature 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 ABL Obligationsan 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. The Shared Collateral AgentsIn 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 such 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 Shared Collateral Secured Partiespurpose of validly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this Section 7.6 (collectively, expressly acknowledge and agree that "Loss Proceeds"), or any part thereof, received by Lender, after deducting therefrom any expenses incurred, may be applied by Lender at its option (i) to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral repair or the release of any Lien by the ABL Agent upon any portion restoration of the ABL Collateral property suffering any loss, condemnation or taking ("Loss Property"), (ii) to the payment of the Liabilities, whether or not due and in connection with a permitted disposition by the ABL Loan Parties under whatever order Lender elects, or (iii) to any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies other purpose or objects for which Lender is entitled to advance funds under this Agreement; (ii) , all without affecting the amount of lien or security interest created by the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedCollateral Documents, and that any balance of such monies shall be paid to Borrowers or the Person lawfully entitled thereto. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount any policy regardless of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, cause of such failure unless due to the ABL Obligations at gross negligence or wilful misconduct of Lender. Notwithstanding the foregoing, Lender agrees any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral Loss Proceeds shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.follows:

Application of Proceeds. Subject to the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Term Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligations. The Shared Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Term Collateral AgentsAgent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Term 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 Shared exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Secured Parties, expressly acknowledge and agree that (i) Agent shall have absolute discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Term Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Term Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Term Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing way for the misapplication thereof. The Term Collateral Agent shall have no liability to any of either the ABL Obligations or Secured Parties for actions taken in reliance on information supplied to it as to the Shared Collateral amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature Except as otherwise herein expressly provided, the proceeds of ABL Obligations. The Shared Collateral Agentsany collection, on behalf sale or other realization of all or any part of the Shared Collateral of any Obligor pursuant hereto, and any other cash of any Obligor at the time held by the Collateral Agent under this Agreement, shall be applied by the Collateral Agent during the period during which an Event of Default or a Trigger Event shall have occurred and be continuing and pursuant to an exercise of remedies under this Section 8, as follows: First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Collateral Agent and the reasonable fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith; Second, to the payment of any fees and other amounts then owing by such Obligor to the Collateral Agent in its capacity as such; Third, to the payment of any reasonable fees, costs and expenses then owing by such Obligor to any administrative agent, trustee or similar representative of the Secured Parties, expressly acknowledge under the applicable Debt Documents, in each case ratably; Fourth, to the payment of the Secured Obligations of such Obligor then due and agree that payable, in each case to each Secured Party ratably in accordance with the amount of Secured Obligations then due and payable to such Secured Party (it being understood that, for the purposes hereof (i) the ABL outstanding principal amount of the loans under the Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments Designated Indebtedness Documents shall be deemed then due and make advances thereunderpayable whether or not any Acceleration of such loans has occurred, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) to the amount extent any cover in respect of the ABL Obligations a letter of credit shall be due and payable under a Debt Documentthat such cover shall be deemed to be a Secured Obligation that may be outstanding at any time or from time to time may be increased or reduced is due and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; payable for purposes hereof and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL outstanding amount of Hedging Agreement Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral under Hedging Agreements shall be applied as specified in this Section 4.1. The Lien Priority shall deemed then due and payable whether or not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.termination thereof has occurred); and

Application of Proceeds. The Noteholder Representative shall, subject to the Intercreditor Agreement, after the acceleration of the principal amount of any of the Notes and in accordance with the Purchase Agreement, apply all payments and proceeds in respect of the Secured Obligations received by the Noteholder Representative under any Note Document, including the proceeds of any collection, sale, foreclosure or other realization upon the Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by, and all indemnity and fee obligations (aother than contingent indemnification and expense reimbursement obligations for which no claim has been made) Revolving Nature owed to, the Noteholder Representative in connection with such collection, sale, foreclosure or other realization or otherwise in connection with this Agreement, any other Note Document or any of ABL the Secured Obligations. The Shared Collateral Agents, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Noteholder Representative hereunder or under any other Note Document on behalf of any Grantor and any other costs or expenses incurred in connection with the Shared Collateral exercise of any right or remedy hereunder or under any other Note Document; SECOND, to the payment in full of the Secured PartiesObligations (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 THIRD, expressly acknowledge and agree that to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Noteholder Representative (iacting at the direction of the Required Noteholders) shall have absolute discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Agent upon any portion Noteholder Representative (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Noteholder Representative or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the Grantors and the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modifiedCollateral so sold and such Grantors, extended purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Noteholder Representative or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or refinancing disposition of either the ABL Obligations or the Shared Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Noteholder Representative or any portion thereofSecured Party to collect such deficiency.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended U.S. Collateral Trust Agreement as in effect from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced if any U.S. Collateral is sold or refinanced, in each event, without notice to or consent otherwise realized upon by the Shared U.S. Collateral Secured Parties and without affecting Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the provisions hereof; and (iii) all ABL U.S. Collateral Trustee in the U.S. Security Documents, the proceeds received by the ABL Agent may U.S. Collateral Trustee from such foreclosure, collection or other enforcement will be applieddistributed by the U.S. Collateral Trustee to the Trustee for application by the Trustee in the following order: FIRST, reversed, reapplied, credited, or reborrowed, in whole or in partratably, to the ABL Obligations at Trustee and the U.S. Collateral Trustee toward the payment of all amounts due to the Trustee and the U.S. Collateral Trustee under Section 7.06 hereof, and to the U.S. Collateral Trustee under any time; providedU.S. Security Document, howeverincluding payment of all compensation, that from expenses and after liabilities incurred, and all advances made, by the date on which Trustee and the ABL Agent (U.S. Collateral Trustee or any ABL Lender) commences co-trustee or agent of the Exercise U.S. Collateral Trustee; SECOND, to Holders of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender U.S. Notes for Obligations in respect of the U.S. Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such U.S. Notes that are then due and payable (including all interest accrued thereon after the commencement of any ABL Collateral shall Insolvency or Liquidation Proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), ratably, without preference or priority of any kind, according to the amounts due and payable on the U.S. Notes for principal, premium, if any, and interest, if any, respectively; and THIRD, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either paid to the ABL Obligations U.S. Issuer or the Shared Collateral Obligationsapplicable U.S. Guarantor, as the case may be, its successors or assigns, or any portion thereofas a court of competent jurisdiction may direct.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, First Lien Intercreditor Agreement and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedSecond Lien Intercreditor Agreement, in each eventcase, without notice to or consent if executed, any amount received by the Shared Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrowers under Section 11.4 shall be applied: (i). first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit 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 or the Collateral Agent hereunder or under any other Credit Document on behalf of any 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 Credit Document to the extent reimbursable hereunder or thereunder; (ii). second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such 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 without affecting to Cash Collateralize the provisions hereofLetters of Credit Outstanding; and (iii) all ABL Collateral received by ). third, any surplus then remaining shall be paid to the ABL Agent applicable Credit Parties or their successors or assigns or to whomsoever may be applied, reversed, reapplied, credited, lawfully entitled to receive the same or reborrowed, in whole or in part, as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the ABL Obligations Borrowers for Unpaid Drawings under the applicable Letters of Credit at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise time of Secured Creditor Remedies, expiration of all amounts received by the ABL Agent or any ABL Lender in respect such Letters of any ABL Collateral Credit shall be applied by the Administrative Agent in the order specified -180- in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as specified defined in this Section 4.1. The Lien Priority the Commodity Exchange Act) shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL applied to its Obligations or the Shared Collateral that are Excluded Swap Obligations, or any portion thereof.. 11.14

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderIn accordance with, and that no application of any ABL Collateral or to the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedextent consistent with, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreement, extended the Collateral Agent shall apply the proceeds of any collection or amended from time to time, and that the aggregate amount sale of the ABL Obligations may be increasedCollateral, replaced or refinancedas well as any Collateral consisting of cash, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partas follows: FIRST, to the ABL payment of all costs and expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Indenture Document) in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences 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 Exercise reasonable fees and expenses of Secured Creditor Remediesits agents and legal counsel, the repayment of all amounts received advances made by the ABL Trustee or Collateral Agent hereunder or under any other 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 Indenture 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 the Obligations owed to the Holders and any Other Second-Lien Obligations owed to holders of such Indebtedness (the amounts so applied to be distributed among the Holders and any holders of Other Second-Lien Obligations pro rata in accordance with the amounts of the Obligations owed to the Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and 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. 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 any ABL Lender in respect of any ABL Collateral the officer making the sale shall be applied as specified in this Section 4.1. The Lien Priority a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature After the occurrence of ABL Obligations. The Shared Collateral Agents, on behalf an Event of Default and acceleration of the Shared Collateral Secured PartiesObligations, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application all proceeds realized from any Borrower or on account of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified 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 Agent in connection with such collection or sale or otherwise in connection with this Section 4.1Agreement 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 Agent hereunder or under any other Loan Document on behalf of any Borrower or Facility Guarantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder, under any other Loan Document; SECOND, to the payment of accrued and unpaid interest and principal on the Swingline Loans; THIRD, to the payment of accrued and unpaid interest on the Revolving Loans; FOURTH, pro rata to the payment of outstanding principal on the Revolving Loans; FIFTH, to the Cash 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 Lien Priority Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Borrower or Facility Guarantor shall not be altered paid with amounts received from such Borrower or Facility Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofset forth above in this Section.

Application of Proceeds. (a) Revolving Nature The Agent shall, subject to the Second Lien Intercreditor Agreement, promptly apply the proceeds, moneys or balances of ABL any collection or sale of Collateral realized through the exercise by the Agent of its remedies hereunder, as well as any Collateral consisting of cash 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 Agent and/or the Notes Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any Notes Indenture Document or any of the Secured Obligations. The Shared Collateral Agents, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Agent and/or the Notes Trustee hereunder or under any other Notes Indenture Document on behalf of any Pledgor and any other reasonable costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or under any other Notes Indenture Document; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured PartiesParties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution); and THIRD, expressly acknowledge and agree that (i) to the ABL Credit Agreement includes Pledgors, their successors or assigns, or as a revolving commitmentcourt of competent jurisdiction may otherwise direct; provided, that in no event shall the ordinary course proceeds of business any collection or sale of any Collateral constituting Specified Excluded Collateral be applied to the ABL Agent and relevant Series of Secured Obligations under any applicable Other Second Lien Agreement. The Agent, with consultation of the ABL Lenders will apply payments and make advances thereunderNotes Trustee, and that no shall determine the time of application of any ABL Collateral such proceeds, moneys or balances in accordance with this Agreement. Upon the release of any Lien by the ABL Agent upon any portion request of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under Agent prior to any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies distribution under this Agreement; (ii) Section 5.02, each Authorized Representative shall provide to the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedAgent certificates, in each event, without notice to or consent by the Shared Collateral Secured Parties form and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, substance reasonably satisfactory to the ABL Obligations at any time; providedAgent, however, that from and after setting forth the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all representative amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified referred to in this Section 4.15.02, 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. The Lien Priority Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 altered obligated to see to the application of any part of the purchase money paid over to the Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time Subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreement, extended if an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or amended from time to timeother realization upon any Collateral, and that the aggregate amount including any Collateral consisting of the ABL Obligations may be increasedcash, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partas follows: FIRST, to the ABL Obligations at payment of all 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 timeother Loan Document, as applicable) 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 reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, as applicable; providedSECOND, however, that from to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and after 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 pay accrued but unpaid interest on which any Protective Advances; FOURTH, to pay the principal of any Protective Advances; FIFTH, 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); SIXTH, 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 any ABL Lender) commences under a judicial proceeding), the Exercise receipt of Secured Creditor Remedies, all amounts received by the ABL Collateral Agent or any ABL Lender in respect of any ABL Collateral the officer making the sale shall be applied as specified in this Section 4.1. The Lien Priority a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agentsproceeds from any sale, on behalf of lease or other disposition made pursuant to this Article, or the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) proceeds from the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application surrender of any ABL Collateral insurance policies pursuant to the terms of this Mortgage, or any rental collected by Mortgagee from the release Property, or proceeds from insurance which Mortgagee elects to apply to the Obligation, shall be applied by Mortgagee as follows: first, to the payment of all expenses incurred by Mortgagee in enforcing or exercising its rights under this Mortgage, including without limitation, any Lien by expenses of advertising, selling and conveying the ABL Agent upon any Property or part thereof, including reasonable attorneys' and commissioner's fees; second, to accrued interest on the Obligation at the 4062.7(c) Rate; third, to principal on the matured portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this AgreementObligation; (ii) the amount fourth, to prepayment of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedunmatured portion, and that the terms if any, of the ABL Obligations may be modifiedObligation applied to installments of principal in the inverse order of maturity; and fifth, extended or amended from time to timethe balance, if any, remaining after the full and that the aggregate amount final payment and performance of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, Obligation to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (person or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral persons legally entitled thereto. If such proceeds shall be applied as specified in this Section 4.1insufficient to discharge the entire Obligation, the Mortgagee shall have any other legal recourse against the Mortgagor for the deficiency. The Lien Priority In addition, Mortgagee reserves any and all rights under applicable law to exercise any right or remedy to collect any Remaining Title IV Obligations regardless of whether or not such proceeds shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either sufficient to discharge the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.entire Obligation. ARTICLE IV

Application of Proceeds. (a) Revolving Nature The Collateral Trustee will apply the proceeds of ABL Obligations. The Shared any collection, sale by the Collateral AgentsTrustee, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the Collateral, in the following order of application: FIRST, to the payment of all amounts then due and payable under this Agreement on behalf account of the Shared Collateral Secured PartiesTrustee’s fees and any costs, expressly acknowledge expenses, reasonable legal fees (including reasonable legal fees and agree that (icosts of counsel to the Collateral Trustee) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application or other liabilities of any ABL Collateral or the release of any Lien kind incurred by the ABL Agent upon Collateral Trustee or any portion co-trustee or agent of the ABL Collateral Trustee in connection with any Parity Lien Document (including, but not limited to, indemnification obligations (other than contingent indemnification obligations)), in each case, in accordance with Sections 7.8 and 7.9; SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a permitted disposition by claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made) and including the ABL Loan Parties under any ABL Credit Agreement shall constitute discharge or cash collateralization (at the Exercise lower of Secured Creditor Remedies under this Agreement; (iiA) 105% of the aggregate undrawn amount thereof and (B) the amount percentage of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that aggregate undrawn amount required for release of Liens under the terms of the ABL Obligations may be modifiedapplicable Parity Lien Documents) of all outstanding letters of credit, extended or amended from time to timeif any, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any timeconstituting Parity Lien Debt; provided, however, that from and after for purposes of determining the date on which amount of Parity Lien Obligations owed to any Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty pursuant to this clause second, the ABL Agent gross amount of Parity Lien Obligations (or other than any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender amount payable in respect of any ABL Collateral Forward Purchase Contract) and the gross amount of Parity Lien Obligations in respect of Forward Purchase Contracts shall be applied as specified calculated separately (without regard to any netting between Forward Purchase Contracts and other Swap Contracts) and the amount of Parity Lien Obligations payable to such Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty in respect of such Forward Purchase Contracts shall be limited to such Forward Purchase Secured Hedge Counterparty’s Forward Purchase Limited Exposure; provided, further that in no event shall the Parity Lien Obligations owing to a Forward Purchase Secured Hedge Counterparty under this Section 4.1. The clause second exceed the net Parity Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Obligations of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.Secured Hedge Counterparties then outstanding;

Application of Proceeds. (a) Revolving Nature Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of ABL Obligations. The Shared Collateral Agentsan Event of Default, on behalf of Borrower irrevocably waives the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) right to direct the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding and all payments at any time or times thereafter received by Agent from time to time may be increased or reduced and subsequently reborrowedon behalf of Borrower, and that subject to the terms 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 Asset Disposition or other sale of, or other realization upon, all or any part of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount Collateral) received after acceleration of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in follows: FIRST, to all costs and expenses incurred by or owing to Agent and any Lender with respect to this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendmentAgreement, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations other Loan Documents or the Shared Collateral ObligationsCollateral; SECOND, to accrued and unpaid interest and Fees with respect to the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); THIRD, to the principal amount of the Obligations outstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, pro rata among all remaining Scheduled Installments thereof); and FOURTH to any other obligations of Borrower owing to Agent or any portion thereofLender under the Loan Documents or 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 direct.

Application of Proceeds. All Insurances Proceeds (a) Revolving Nature of ABL Obligations. The Shared Collateral Agentsincluding proceeds received from, or on behalf of, any Permitted Sublessee) received in respect of an Event of Loss of the Shared Collateral Secured PartiesAircraft shall be applied by the Security Trustee in accordance with the Participation Agreement and, expressly acknowledge after the payment of any amount to the Lessee pursuant to the Participation Agreement, the Lessee shall pay such amount, provided no Event of Default is continuing, to the Sublessee (or other person entitled thereto), provided that the Lessee shall retain an amount equal to the B Rent that would have been payable by the Sublessee from the date of the relevant Event of Loss until the Expiry Date in respect of such Aircraft. Insurance Proceeds received on account of any loss of or damage to an Aircraft (in circumstances not constituting an Event of Loss of such Aircraft) shall, unless an Event of Default has occurred and agree that is continuing, be applied directly (at the request of Sublessee) to the cost of restoration, repair or replacement ("Restoration") or to reimburse Sublessee for the cost of Restoration, upon receipt of a written application from Sublessee showing in reasonable detail the nature and cost of such Restoration (and in the case of reimbursement, evidence of payment). If the Aircraft, any Engine or any Part is requisitioned for use or hire during the Term then, Lessee shall (i) apply any compensation actually received by it as a result of the ABL Credit Agreement includes a revolving commitmentrequisition of the Aircraft, that any Engine or Part in or towards discharge of Rent and other amounts due from the ordinary course of business the ABL Agent Sublessee under this Sublease and the ABL Lenders will apply payments other Sublessee Documents (including such amounts as may be required to restore the Aircraft to the condition required by this Sublease after the end of such requisition); or (ii) if all amounts of Rent and make advances thereunder, other amounts due from the Sublessee under this Sublease and the other Sublessee Documents (including such amounts as may be required to restore the Aircraft to the condition required by this Sublease after the end of such requisition) have been received in full and provided that no application Default has occurred and is continuing, pay any such compensation to the Sublessee by way of any ABL Collateral rebate of Rent and thereafter (if such Rent is fully rebated) by way of compensation for non-availability. Provided that no Event of Default has occurred and is continuing, if, following either (i) an Event of Loss or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount sale of the ABL Obligations that may be outstanding at any time or from time Aircraft by the Security Trustee following a Lessee Event of Default, the Lessee receives proceeds pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms Section 34 of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount Participation Agreement in excess of the ABL Obligations may be increasedRelevant Value and all other amounts that are due under the Sublessee Documents, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and Lessee will return such excess (iiiif any) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofSublessee.

Application of Proceeds. (a) Revolving Nature The Collateral Trustee will apply the proceeds of ABL Obligations. The Shared any collection, sale, foreclosure or other realization upon any Collateral Agentsin the following order of application: FIRST, to the payment of all amounts payable under this Agreement on behalf account of the Shared Collateral Secured PartiesTrustee’s fees and expenses and any reasonable legal fees, expressly acknowledge costs and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application expenses or other liabilities of any ABL Collateral or the release of any Lien kind incurred by the ABL Agent upon Collateral Trustee or any portion co-trustee or agent of the ABL Collateral Trustee in connection with any Security Document, including but not limited to amounts reasonably necessary to provide for the expenses of the Collateral Trustee in maintaining and disposing of the Collateral (including, but not limited to, all amounts under Section 7.8 and all indemnification payments and reimbursements under Section 7.9); SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a permitted disposition by Permitted Prior Lien on the ABL Loan Parties under Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is to be discharged in connection with such sale; THIRD, Equally and Ratably, to the respective Secured Debt Representatives for application to the payment of all outstanding Secured Debt and any ABL Credit Agreement shall constitute other Secured Debt Obligations that are then due and payable in such order as may be provided in the Exercise Secured Debt Documents in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Debt Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Creditor Remedies under this Agreement; Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (iiat the lower of (1) 100% of the aggregate undrawn amount and (2) the amount percentage of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that aggregate undrawn amount required for release of Liens under the terms of the ABL Obligations may be modifiedapplicable Secured Debt Document) of all outstanding letters of credit, extended or amended from time to timeif any, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral constituting Secured Parties and without affecting the provisions hereofDebt); and (iii) all ABL Collateral received by FOURTH, any surplus remaining after the ABL Agent payment in full in cash of amounts described in the preceding clauses will be paid to the applicable Issuer or the applicable Guarantor, as the case may be appliedbe, reversed, reapplied, creditedits successors or assigns, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise as a court of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofcompetent jurisdiction may direct.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (alimited, in the case of (x) Revolving Nature legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of ABL Obligations. The Shared one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral AgentsAgent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent 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 Shared Collateral exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the 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 junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, expressly acknowledge and agree that (i) their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the ABL Credit Agreement includes a revolving commitment, that in the ordinary course time of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing way for the misapplication thereof. The Collateral Agent shall have no liability to any of either the ABL Obligations or Secured Parties for actions taken in reliance on information supplied to it as to the Shared Collateral amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, or any portion thereof.

Application of Proceeds. (a) Revolving Nature Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of ABL the collection or sale of any Collateral securing any Obligations. The Shared , including any Collateral Agentsconsisting of cash, as follows: FIRST, to the payment of all fees, costs and expenses due to or incurred by the Collateral Agent in connection with such collection or sale or otherwise due to or incurred in connection with this any Noteholder Document, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents, or otherwise in connection with any of 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 Collateral Agent hereunder or under the Indenture or under any Designated Pari Passu Obligations Governing Documents on behalf of any Grantor and any other fees, costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or otherwise in connection herewith or under any 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 Secured Parties, expressly acknowledge on an equal and agree that (i) ratable basis to the ABL Credit Agreement includes a revolving commitment, that extent and in the ordinary course of business manner provided in the ABL Agent Indenture and the ABL Lenders will apply payments Designated Pari Passu Obligations Governing Documents; and make advances thereunderTHIRD, and that no 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 ABL such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral or the release of any Lien by the ABL Collateral Agent upon any portion (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount Agent or of the ABL Obligations that may officer making the sale shall be outstanding at any time a sufficient discharge to the purchaser or from time to time may be increased or reduced and subsequently reborrowed, and that the terms purchasers of the ABL Obligations may be modified, extended Collateral so sold and such purchaser or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority purchasers shall not be altered obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or otherwise affected by such officer or be answerable in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either way for the ABL Obligations or the Shared Collateral Obligations, or any portion misapplication thereof.

Application of Proceeds. (a) Revolving Nature Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of ABL Obligations. The Shared Collateral Agentsan Event of Default, on behalf of Borrower irrevocably waives the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) right to direct the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding and all payments at any time or times thereafter received by Agent from time to time may be increased or reduced and subsequently reborrowedon behalf of Borrower, and that subject to the terms 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 Asset Disposition or other sale of, or other realization upon, all or any part of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount Collateral) received after acceleration of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in follows: FIRST, to all costs and expenses incurred by or owing to Agent and any Lender with respect to this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendmentAgreement, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations other Loan Documents or the Shared Collateral ObligationsCollateral; SECOND, to accrued and unpaid interest and Fees with respect to the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); THIRD, to the principal amount of the Obligations outstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, pro rata among all remaining Scheduled Installments thereof); and FOURTH to any other obligations of Borrower owing to Agent or any portion thereof.Lender under the Loan Documents or 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 direct. 57

Application of Proceeds. If an Event of Default shall have occurred and be continuing and the Mortgagee shall have exercised any of its rights or remedies with respect to the Property pursuant to this Article IV, the Mortgagee shall apply the proceeds resulting from the exercise of such rights or remedies (aafter deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Property or in any way relating to the Property or the rights or remedies of the Mortgagee and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements) Revolving Nature as follows: FIRST, to the payment of ABL all costs and expenses incurred by the Mortgagee in connection with such exercise of rights and remedies in connection with this Mortgage, 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 Mortgagee under this Mortgage, the Credit Agreement, the Indenture or any other Loan Document 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 the 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 distribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and THIRD, upon the indefeasible payment in full of the Secured Obligations, to the Mortgagor or to whomsoever (if such Person is not the Mortgagor) may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Shared Collateral AgentsMortgagee shall have absolute discretion as to the time of application of any such proceeds, on behalf moneys or balances in accordance with this Mortgage. Upon any sale of Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Mortgagee or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Shared Collateral Secured Parties, expressly acknowledge Property so sold and agree that such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof. Only after (i) the ABL Credit Agreement includes a revolving commitment, that in payment by the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application Mortgagee of any ABL Collateral or the release other amount required by any provision of any Lien by the ABL Agent upon any portion Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; Code and (ii) the amount indefeasible payment in full of the ABL Secured Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms termination of the ABL Obligations may be modifiedCommitments, extended or amended from time to timeshall the Administrative Agent account for the surplus, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partif any, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral ObligationsMortgagor, or any portion thereofto whomsoever may be lawfully entitled to receive the same (if such Person is not the Mortgagor).

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsIn the event Borrower shall suffer any loss covered by insurance, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that Borrower shall immediately notify Agent in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderwriting, and that no application Borrower hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Agent (who may, but need not, make proof of any ABL Collateral or the release of any Lien by the ABL loss) and Agent upon any portion of the ABL Collateral is hereby authorized to adjust, collect and compromise in connection with a permitted disposition by the ABL Loan Parties its discretion all claims under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedall such policies, and that the terms of the ABL Obligations may be modifiedBorrower shall sign, extended or amended from time to timeupon demand by Agent, all receipts, vouchers and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent releases required by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any timesuch insurance companies; provided, however, that from and other than after the date occurrence and during the continuance of an Event of Default, Borrower may adjust, collect and compromise insurance claims upon notice to and with Agent's consent (which shall be exercised reasonably and in good faith) so long as Borrower is acting reasonably and diligently. In the event Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, Borrower shall immediately notify Agent in writing and Borrower agrees that the proceeds of all such awards shall be paid to Agent and authorizes Agent, on which behalf and in the ABL name of Borrower to execute and deliver valid acquittances for and to appeal from any such award. Borrower shall also immediately notify Agent of any actual or threatened condemnation or eminent domain proceedings and shall give Agent at any time any additional instruments requested by Agent 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, "LOSS PROCEEDS"), or any ABL Lenderpart thereof, received by Agent, after deducting therefrom any expenses incurred, may be applied by Agent at its option (i) commences to the Exercise repair or restoration of Secured Creditor Remediesthe property suffering any loss, condemnation or taking ("LOSS PROPERTY"), (ii) to the payment of the Liabilities, whether or not due and in whatever order Agent elects, or (iii) to any other purpose or objects for which Agent or the Lenders are entitled to advance funds under this Agreement, all amounts received without affecting the lien or security interest created by the ABL Collateral Documents, and any balance of such monies shall be paid to Borrower or the Person lawfully entitled thereto. None of Agent or and the Lenders shall be held responsible for any ABL Lender in respect failure to collect any insurance proceeds due under the terms of any ABL Collateral policy regardless of the cause of such failure unless due to the gross negligence or wilful misconduct of Agent. Notwithstanding the foregoing, Agent and the Lenders agree that any Loss Proceeds shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof.follows:

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, Except as expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that provided elsewhere in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunderthis Agreement, and that no application of any ABL Collateral or subject to the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Intercreditor Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral proceeds received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and the Administrative Agent and their respective agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewith, and all amounts for which the Collateral Agent and the Administrative Agent are entitled to indemnification hereunder (in their respective capacities as specified Collateral Agent and Administrative Agent and not as a Lender) and all advances made by the Collateral Agent and the Administrative Agent for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent and the Administrative Agent in this Section 4.1. The Lien Priority shall not connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations (other than those Secured Obligations associated with Hedge Agreements or documentation governing any Cash Management Product) for the ratable benefit of the Lenders and the Lender Counterparties (other than a Lender Counterparty who is a counterparty to a Hedge Agreement or documentation governing any Cash Management Product); third, to the extent of any excess of such proceeds, to the payment of Secured Obligations comprised of Obligations associated with Hedge Agreements and Cash Management Products, and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Grantor or to whosoever may be altered lawfully entitled to receive the same or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing as a court of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofcompetent jurisdiction may direct.

Application of Proceeds. After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Obligations has not occurred, the Shared Collateral or 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) Revolving Nature of ABL Obligations. The Shared Collateral Agentsfirst, on behalf of by the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) Designated Senior Representative to the ABL Credit Agreement includes a revolving commitment, that Senior Obligations in such order as specified in the ordinary course of business the ABL Agent First Lien Intercreditor Agreement and the ABL Lenders will apply payments and make advances thereunderrelevant Senior Debt Documents until the Discharge of Senior Obligations has occurred (together with, and that no application in the case of repayment of any ABL Collateral revolving credit or similar loans, a permanent reduction in the release of any Lien commitments thereunder), (b) second, shall be applied by the ABL Agent upon any portion of Designated Junior Representative to the ABL Collateral Junior Priority Debt Obligations in connection with a permitted disposition by such order and as specified in the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; relevant Junior Priority Debt Documents (ii) the amount of the ABL Obligations that may be outstanding at any time or from time subject to time may be increased or reduced and subsequently reborrowed, and that the terms of any other applicable intercreditor agreements entered into among the ABL Obligations Junior Priority Debt Parties and that is contemplated by this Agreement) until Discharge of Junior Priority Debt Obligations, and (c) third, to the relevant Grantor or, to the extent directed by such Grantor or a court of competent jurisdiction, to whomever may be modifiedlawfully entitled to receive the then remaining amount to be distributed. Upon the Discharge of Senior Obligations, extended each Senior Representative shall deliver promptly to the Designated Junior Representative any Shared Collateral or amended from time Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to timebe applied by the Designated Junior Representative to the Junior Priority Debt Obligations in such order as specified in the relevant Junior Priority Debt Documents. In exercising remedies, whether as a secured creditor or otherwise, no Senior Representative shall have any obligation or liability to the Designated Junior Priority Representative or to any other Junior Priority Debt Party, and that the aggregate amount of the ABL Obligations may be increased, replaced no Junior Priority Representative shall have any obligation or refinancedliability to any Senior Representative or to any other Senior Secured Party, in each event, without notice to or consent by case regarding the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect adequacy of any ABL Collateral shall be applied as specified in Proceeds or for any action or omission, except solely for an action or omission that breaches the express obligations undertaken by such Person under the terms of this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofAgreement.

Application of Proceeds. (a) Revolving Nature In the event the Administrative Agent or Borrower or any Subsidiary of ABL Obligations. The Shared Collateral AgentsBorrower receives proceeds of insurance under property damage, on behalf boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award and such proceeds do not constitute Replacement Proceeds or an Event of Default or Potential Event of Default shall have occurred and be continuing, the Borrower shall, or shall cause its Subsidiary to pay such proceeds to the Administrative Agent, and the Administrative Agent shall, upon receipt of such proceeds, apply all of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) proceeds so received in repayment of the ABL Credit Agreement includes a revolving commitment, that Obligations in the ordinary course of business manner set forth in subsection 2.4B(iii). Notwithstanding the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinancedforegoing, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral event proceeds of insurance received by the ABL Agent may be appliedBorrower, reversed, reapplied, creditedany Subsidiary of the Borrower, or reborrowedthe Administrative Agent under property damage, in whole boiler and machinery policies or in partbusiness interruption insurance policies constitute Replacement Proceeds, and no Potential Event of Default or Event of Default has occurred and is continuing, the Borrower or such Subsidiary may retain such proceeds and if the Administrative Agent receives such proceeds, the Administrative Agent shall, upon receipt of such proceeds, remit the amount so received to the ABL Obligations at any timeapplicable Loan Party; provided, however, if (x) the Administrative Agent receives notice from Borrower that from and it or its Subsidiary, as applicable, does not intend to restore, rebuild or replace the property subject to such insurance payment or condemnation award, (y) the applicable Loan Party or Subsidiary fails to replace or commence the restoration or rebuilding of such property within 180 days after the date on which Administrative Agent’s receipt of the ABL Agent proceeds of such insurance payment or condemnation award, or (z) upon completion of the restoration, rebuilding or any ABL Lenderreplacement of such Property, there are unused proceeds from such insurance payment or condemnation award, then (A) commences upon the Exercise occurrence of Secured Creditor Remedieseither of the events described in clauses (x) or (y) above, all amounts such proceeds, and (B) upon the occurrence of the event described in clauses (z) above, such excess, shall constitute Net Asset Sale Proceeds received by the ABL Agent a Loan Party or any ABL Lender in respect of any ABL Collateral Subsidiary thereof and shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing to the Obligations pursuant to the terms of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofsubsection 2.4B(iii).

Application of Proceeds. (a) Revolving Nature Unless otherwise required by applicable law, the Collateral Agent shall, subject to the provisions of ABL the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of the collection or sale of any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement or any other Credit Document, or otherwise in connection with any of the Obligations. The Shared , including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agents, Agent hereunder or under any other Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the Shared exercise of any right or remedy hereunder or under any other Credit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment of all such Obligations as shall be owed to the Administrative Agent and all such Obligations for fees, indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank; THIRD, to the payment in full of the other Obligations secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application; FOURTH, to the “Collateral Secured PartiesAgent” 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, expressly acknowledge if the Third Lien Collateral Agreement shall no longer be in effect and agree 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 (i) including pursuant to a power of sale granted by statute or under a judicial proceeding), the ABL 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 includes a revolving commitment, will be applied first against such reimbursement obligations. It is understood that in the ordinary course Deposits held by the Administrative Agent under Section 2.01 of business the ABL Agent and First Lien Agreement do not constitute assets of the ABL Lenders will apply payments and make advances thereunderBorrower or Collateral, and that no application of any ABL Collateral nothing herein shall prevent or delay payments required to be made from the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, Deposit Account to the ABL Obligations at any time; provided, however, that from and after “Issuing Banks” as provided in the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received by the ABL Agent or any ABL Lender in respect of any ABL Collateral shall be applied as specified in this Section 4.1. The First Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereofAgreement.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Shared Collateral AgentsWith respect to Collateral, on behalf of the Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time subject to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modifiedIntercreditor Agreement, extended the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or amended from time 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 time, and that the aggregate amount of Collateral Trustee in the ABL Obligations may be increased, replaced or refinancedSecurity Documents, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in partfollowing order of application: FIRST, to the ABL payment of all amounts payable under this Agreement or the Closing Date Indenture, on account of documented fees, costs and expenses incurred by the Collateral Trustee (including all reasonable and documented costs, fees and expenses of its agents and legal counsel); SECOND, to the repayment of Indebtedness and other obligations (other than Priority Lien Obligations at any time; providedand Junior Lien Obligations) secured by a Permitted Lien on the Collateral sold or realized upon, however, to the extent that from and after the date on which the ABL Agent 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 ABL Lender) commences other Junior Lien Obligations that are then due and payable in such order as may be provided in the Exercise applicable Junior Lien Documents in an amount sufficient to pay in full and discharge all outstanding Junior Lien Obligations that are then due and payable, ratably in accordance with the aggregate outstanding principal amount of Secured Creditor RemediesJunior Lien Obligations held by holders of such Series of Junior Lien Debt; provided that, all amounts received if any holder of any Series of Junior Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such separate collateral, the amount of Junior Lien Obligations with respect to such Series of Junior Lien Debt included in the foregoing shall be reduced by the ABL Agent amount of such proceeds from such separate collateral; and FOURTH, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. For purposes of this Section 3.4(a), “proceeds” of Collateral includes any ABL Lender and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in respect satisfaction of any ABL Collateral shall be applied as specified in this Section 4.1. The Junior Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations or the Shared Collateral Obligations, or any portion thereof).