Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect for the ratable account of the Lenders and other holders of the Obligations from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment of all reasonable costs that portion of the Obligations constituting accrued and expensesunpaid interest on the Loans and other Obligations, fees, commissions and Taxes of in such sale, collection or other realization including compensation to manner as the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent may determine in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentits discretion; (biii) Secondthird, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to Obligations constituting unpaid principal of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithLoans; (civ) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovefourth, to the indefeasible payment in full in cashof that portion of the Obligations constituting accrued and unpaid fees and expenses; (v) fifth, pro ratato the Administrative Agent for the account of the Issuing Lender to cash collateralize that portion of the Letter of Credit Obligations, if any, comprised of interest and other amounts constituting the aggregate undrawn amount of Letters of Credit; (vi) sixth, to the repayment of all Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthunpaid incurred under Other Lender Provided Financial Service Products or any Lender Provided Interest Rate Hedge, to in such manner as the indefeasible payment Administrative Agent may determine in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonits discretion; and (evii) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, and the Obligations shall have been accelerated or a Liquidation shall have been commenced, the Agent in respect of any sale of, collection from or other realization upon shall apply all or any part of Proceeds constituting Collateral, whether or not held in the Collateral pursuant to the exercise by Collateral Agent of its remediesAgent’s Account, or otherwise received after acceleration and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to the payment of pay all reasonable costs incurred and unpaid fees, expenses, indemnities, and other amounts (including fees, commissions charges and Taxes disbursements of counsel to the Agent and the Co-Collateral Agents) payable to the Agent and the Co-Collateral Agents (each in its capacity as such) under the Loan Documents, pro rata among such Persons according to the amounts of such sale, collection or other realization including compensation Obligations then due and owing and remaining unpaid to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) each; Second, to the payment of pay all other reasonable costs incurred and expenses of such saleunpaid expenses, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsindemnities, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations interest and fees, and Obligations relating to Cash Management Services and Bank Products) payable to the Lenders, the Swingline Lender and the Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders, the Swingline Lender and the Issuing Lenders and amounts payable under Section 2.12), under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Third, to pay all accrued and unpaid interest on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Fourth, to pay all the unpaid principal on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Fifth, to pay all accrued and unpaid interest on the Swingline Advances (to the extent that Swingline Advances have not been refinanced by a Revolving Advance); Sixth, to pay all the unpaid principal of the Swingline Advances (to the extent that Swingline Advances have not been refinanced by a Revolving Advance); Seventh, to pay all accrued and unpaid interest on all Advances, and fees, payable to the Lenders and the Issuing Lenders under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Eighth, to pay all the unpaid principal on all Advances, pro rata among the Lenders according to the amounts of such Obligations then due and owing and remaining unpaid to the Lenders; Ninth, to pay all other amounts then due and owing and remaining unpaid in respect of L/C Liabilities and obligations the Obligations (other than Obligations relating to Cash Collateralize L/C Liabilities) Management Services and any feesBank Products), premiums and scheduled periodic payments due under pro rata among the Lenders according to the amounts of the Obligations arising under Secured (other than Obligations relating to Cash Management Agreements Services and Swap Contracts that constitute Secured Obligations (as defined in the Security AgreementBank Products) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthowing and remaining unpaid to the Lenders; Tenth, to the indefeasible applicable Lenders or Affiliates thereof towards the payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements Services and Swap Contracts that constitute Secured Obligations (as defined the prepayment, settlement and termination of Cash Management Services, pro rata among the applicable Lenders and Affiliates thereof according to the amounts then due and owing and remaining unpaid in the Security Agreement) and any interest accrued thereonrespect of Cash Management Services; and (e) Fifth, the balance, if anyEleventh, to the Person applicable Lenders or Affiliates thereof towards the payment of amounts then due and owing and remaining unpaid in respect of Bank Products, pro rata among the applicable Lenders and Affiliates thereof according to the amounts that would become due and owing upon the prepayment, settlement and termination of such Bank Products; and Twelfth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.3, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the UCC)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof; (b) Second, for application by it towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to Obligations then held by the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and (including all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithObligations arising under Specified Swap Agreements); (c) Third, without duplication of amounts applied pursuant to clauses (a) for application by it towards the ABL Obligations, if any, as and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in extent required by the Security Intercreditor Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;; and (d) Fourth, to the indefeasible any balance of such proceeds remaining after all of such obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of principal amount be paid over to or upon the order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities Reimbursement Obligations and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute or Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities Reimbursement Obligations and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.03, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the provisions of the Collateral Agency Intercreditor Agreement and any Pari Passu Intercreditor Agreement, the proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesLiabilities and amounts specified in clause (d)(y) below) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of (x) principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and (y) any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect from any sale or other disposition of any sale ofcollateral, collection from or other realization upon all or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any premium thereon (including reimbursement obligations in respect undrawn amounts under outstanding Letters of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonCredit; and (evi) FifthLast, the balance, if any, to the Person lawfully entitled thereto Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from any proceeds of competent jurisdiction may direct. In the event that any such Non-Qualifying Party’s collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of any collateral from other Loan Parties that are insufficient Eligible Contract Participants with respect to pay such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto9.2.4.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to After the exercise by Collateral Agent of its remedies, remedies or otherwise received after acceleration of the LoansLoans provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) any amounts received on account of the Secured Obligations (other than proceeds of the Collateral) shall, subject to the provisions of Sections 2.20 and 2.24(i), be applied ratably by the Administrative Agent, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including including, without limitation, compensation to the Administrative Agent and Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent (other than in respect of Secured Cash Management Obligations, Secured Bank Product Obligations or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secured Swap Obligations); Second, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations therewith (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Obligations, Secured Bank Product Obligations or Secured Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any Obligations); Third, to interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) payable on the any Swingline Loans; Fourth, to the indefeasible payment principal balance of the Swingline Loans outstanding until the same has been prepaid in full full; Fifth, to interest then due and payable on Revolving Loans and other amounts due pursuant to Sections 2.13, 2.14 and 2.15; Sixth, to cash collateralize all LC Exposures (to the extent not otherwise cash collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Exposure then outstanding and all Secured Obligations on account of Noticed ▇▇▇▇▇▇ (in cashan amount not to exceed the associated Secured Hedge Reserves), on account of Noticed Cash Management Obligations (in an amount not to exceed the aggregate amount of the associated Secured Cash Management Reserves) and on account of Bank Product Obligations (in an amount not to exceed the aggregate amount of the associated Bank Product Reserves) with Secured Parties, pro rata; Eighth, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or all other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) pro rata; and any interest accrued thereon; and (e) FifthNinth, the balance, if any, as required by the ABL Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) ). Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Cash Management Obligations or Secured Swap Obligations shall be the lesser of the maximum Secured Cash Management Obligations or Secured Swap Obligations, as applicable, under the Facility last reported to the Administrative Agent or the actual Secured Cash Management Obligations or Secured Swap Obligations, as applicable, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Cash Management Obligations, Secured Bank Product Obligations or Secured Swap Obligations, and may request a court reasonably detailed calculation of competent jurisdiction such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may directassume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) First through (c) Eighth of this Section 11.027.02(a), the Credit Loan Parties shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoingforegoing provisions, Obligations arising under this Section 7.02 is subject to the provisions of the ABL Intercreditor Agreement. (b) any proceeds of Collateral received by the Administrative Agent shall be applied ratably in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Loan Parties (other than in respect of Secured Cash Management Agreements Obligations, Secured Bank Product Obligations or Secured Swap Obligations); Second, to the payment of all other reasonable costs and Credit out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith (other than in respect of Secured Cash Management Obligations, Secured Bank Product Obligations or Secured Swap Contracts shall be excluded Obligations) due from the application described above if Administrative Agent Loan Parties; Third, to interest then due and payable on any Swingline Loans; Fourth, to the principal balance of any Swingline Loans outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans and other amounts due pursuant to Sections 2.13, 2.14 and 2.15; Sixth, to the principal balance of any Protective Advances then outstanding; Seventh, to cash collateralize all LC Exposure (to the extent not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent otherwise cash collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Eighth, to the principal balance of Article XII hereof for itself Revolving Exposure then outstanding and Secured Obligations of the Loan Parties on account of Noticed ▇▇▇▇▇▇ (in an amount not to exceed the associated Secured Hedge Reserves), on account of Noticed Cash Management Obligations (in an amount not to exceed the aggregate amount of the associated Secured Cash Management Reserves) and on account of Bank Product Obligations (in an amount not to exceed the aggregate amount of the associated Bank Product Reserves) with Secured Parties, pro rata; Ninth, to all other Secured Obligations pro rata; and Tenth, the balance, if any, as required by the ABL Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Loan Party or its Affiliates as if a “Lender” party heretosuccessors or assigns). (c) Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents.

Application of Proceeds. The 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and any fees and interest due under any Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement) and any interest accrued thereon,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks); and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreementthe Loan Documents, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to the Collateral Agent, the Administrative Agent and Collateral Agent and Agent, their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and Administrative Agent or Collateral Agent in connection therewith and all amounts for which the Collateral Agent and Administrative Agent or Collateral Agent, as applicable is are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under the Credit DocumentAgreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under the Credit Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect pursuant to Section 2.05(e) of L/C Liabilities the Credit Agreement and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Swap Agreements or Treasury Services Agreements constituting Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect pursuant to Section 2.05(e) of L/C Liabilities the Credit Agreement and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Swap Agreements and Swap Contracts that constitute Secured Treasury Services Agreements constituting Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.025.02, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding The Collateral Agent shall have sole and absolute discretion as to the foregoingtime of application of any such proceeds, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together moneys or balances in accordance with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may bethis Agreement. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated Upon any sale of Collateral by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the terms receipt of Article XII hereof 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 itself and its Affiliates as if a “Lender” party heretothe misapplication thereof.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Controlling Parties have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Controlling Parties have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:Controlling Parties acting through the Administrative Agent): (a) Firstfirst, to the payment of all reasonable costs Taxes, registration, registered office and expensesfiling fees then due and owing by the Borrower; second, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and the payment to the Collateral Agent for all due and their respective agents and counsel, unpaid Collateral Agent Fees and all expenses, liabilities and advances made or incurred by other Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Expenses owing to the Collateral Agent, as applicable is entitled to indemnification pursuant all amounts owing and payable hereunder to the provisions of any Credit DocumentCollateral Administrator, the Custodian and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithAgents hereunder; (cd) Thirdto the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, without duplication which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) to the payment to the Swingline Lender hereunder of all amounts applied due, including principal, interest and all other amounts on and in respect of all Swingline Loans; (g) first, to the payment to the Class A Lenders hereunder (allocated according to, with respect to principal, the Principal Allocation Formula, and otherwise on a pro rata basis) of all amounts due which constitute principal, interest (excluding Capped Amounts and the additional two percent of interest payable at the Post-Default Rate) and Commitment Fees; second, to the payment to the Class A Lenders hereunder on a pro rata basis, of all Capped Amounts and interest payable at the Post-Default Rate; third, to the payment to the Class A-R Lenders hereunder all amounts due to the Class A-R Lenders which constitute Increased Costs and fourth, to the payment to the Class A Lenders all other amounts on and in respect of all Class A Loans; (h) first, to the payment to the Class B Lenders hereunder on a pro rata basis, of all amounts due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); second, to the payment to the Class B Lenders hereunder on a pro rata basis, of all interest payable at the Post-Default Rate; and third, to the payment to the Class B Lenders hereunder all other amounts on and in respect of the Class B Loans; (i) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (j) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (j)); and (k) any remainder, to the equity of the Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (k) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (k) above and (bexcept as provided in subclauses “first” and “second” of clause (a) above, to the indefeasible payment in full in cashsubclauses “first”, pro rata“second”, “third” and “fourth” of interest clause (g) above and other amounts constituting Obligations subclauses “first”, “second” and “third” of clause (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesh) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreementabove) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. The proceeds (a) Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.05 and Section 2.13. From and during the continuance of any Event of Default, any monies or Property actually received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Administrative Agent pursuant to this Agreement or any other Loan Document (other than as a result of the exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Secured Obligations), shall be applied as determined by the Administrative Agent, but subject to the terms of this Agreement, promptly by Collateral Agent as follows: (a) First, including the application of prepayments according to the payment of all reasonable costs Section 2.05 and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document;Section 2.13. (b) Notwithstanding the foregoing, in the event that the Obligations have been accelerated pursuant to Section 7.02 or 7.03 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or in any other Loan Document, all monies or Property actually received by the Administrative Agent pursuant to this Agreement or any other Loan Document as a result of the exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Secured Obligations, shall be applied in accordance with Section 2.13 and otherwise in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and the Issuing Lender in its capacity as such, ratably among the Administrative Agent and Issuing Lender in proportion to the respective amounts described in this clause First payable to them; Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsObligations constituting fees, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and Letter of Credit Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Advances, Letter of Credit Obligations and all other payment obligations constituting Secured Obligations (other than principalObligations entitled to priority under clauses First, reimbursement obligations Second and Third clauses above), ratably among the Secured Parties in respect of L/C Liabilities and obligations proportion to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthdescribed in this clause Fourth payable to them; Fifth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations Issuing Lender, to cash collateralize any Letters of Credit then outstanding; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLast, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Legal Requirements. Notwithstanding the foregoing, (a) payments and collections received by the Administrative Agent from any Loan Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Loan Party’s Collateral) shall not be applied to Excluded Swap Obligations arising under with respect to any Loan Party, provided, however, that the Administrative Agent shall make such adjustments as it determines is appropriate with respect to payments and collections received from the other Loan Parties (or proceeds received in respect of such other Loan Parties’ Collateral) to preserve, as nearly as possible, the allocation to Secured Cash Management Agreements Obligations otherwise set forth above in this Section 7.06 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded Swap Obligations), and Credit Swap Contracts shall (b) Banking Services Obligations and Lender Hedge Obligations may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, Secured Party as the case may be. Each Cash Management Bank or Swap Provider Secured Party not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The (a) Upon the occurrence and during the continuation of an Event of Default, if requested by Required Lenders, or upon acceleration of all the Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant under any Loan Document shall, subject to the exercise Pari Passu Intercreditor Agreement and any other applicable intercreditor or subordination agreement entered into by the Collateral Agent of its remediesin accordance with the terms hereof, or otherwise received after acceleration of be applied by the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Secured Obligations constituting fees, commissions indemnities, expenses and Taxes of such sale, collection or other realization including compensation amounts (other than principal and interest) payable to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral each Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (bii) Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (iv) Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal, unreimbursed LC Disbursements or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements and Secured Cash Management Obligations and for the account of the Issuing Bank, to Cash Collateralize that portion of Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Secured Obligations of the Collateral appointed pursuant Loan Parties that are due and payable to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonon such date; and (evi) FifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court otherwise required by law. Subject to Section 2.05(c), amounts used to Cash Collateralize the aggregate undrawn amount of competent jurisdiction may directLetters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. In If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the event that any such proceeds are insufficient other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyBorrower. Notwithstanding the foregoing, (a) amounts received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations arising under and (b) Secured Cash Management Agreements and Credit Swap Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may beLender Counterparty. Each Cash Management Bank or Swap Provider Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.2, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof; (b) Second, for application by it towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred Obligations then held by the other Secured Parties in connection therewith;Parties; and (c) Third, without duplication any balance of amounts applied pursuant to clauses (a) and (b) above, to such proceeds remaining after all of the indefeasible Obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations be paid over to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in or upon the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment repayment of all reasonable costs Obligations of fees and expensesexpenses associated with the Loans then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, commissions expenses or otherwise and Taxes to cash collateralize the Letter of Credit Obligations, in such sale, collection or other realization including compensation to manner as the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent may determine in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentits discretion; (biii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith;third, (c) Third, without duplication of amounts applied pursuant to clauses (a) with respect to any proceeds received from, and Collateral of, any Revolver Borrower (b) aboveincluding, but not limited to the indefeasible payment in full in cash▇▇▇▇▇▇▇▇▇ Coal Company, pro rataInc.), of interest ▇▇▇▇▇▇▇▇▇ Resources Holdings, LLC, ▇▇▇▇▇▇▇▇▇ Energy, Inc., and other amounts constituting Obligations their Subsidiaries (other than principal, reimbursement obligations in respect Excluded Subsidiaries or any Term Borrowers or such Term Borrower’s Subsidiaries) to the repayment of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under all Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance associated with the respective amounts thereof Revolving Credit Loans then due and owing; (d) Fourthunpaid, first to the indefeasible payment in full in cash, pro rata, of principal amount Revolver Lenders and their Affiliates incurred under this Agreement or any of the Obligations other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including Term Lenders and their Affiliates for the applicable Credit Party or its successors or assigns) or repayment of all Obligations associated with the Term Loans then due and unpaid, in such manner as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may requestdetermine in its discretion, (b) with respect to any proceeds received from, from and Collateral of, any Term Borrower (other than ▇▇▇▇▇▇▇▇▇ Coal Company, Inc.), Elk Creek GP, LLC, Western Diamond LLC, Western Land Company, LLC and their Subsidiaries (other than Excluded Subsidiaries, any Revolver Borrowers, ▇▇▇▇▇▇▇▇▇ Resources Holdings, LLC, ▇▇▇▇▇▇▇▇▇ Energy, Inc., ▇▇▇▇▇▇▇▇▇ Coal Company, Inc. and their Subsidiaries) to the applicable Cash Management Bank repayment of all Obligations associated with the Term Loans then due and unpaid, first to the Term Lenders and their Affiliates incurred under this Agreement or Swap Providerany of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and the balance, if any, to the Revolver Lenders and their Affiliates for the repayment of all Obligations associated with the Revolving Credit Loans then due and unpaid, in such manner as the Administrative Agent may determine in its discretion; and (iv) the balance, if any, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The (a) Upon the occurrence and during the continuation of an Event of Default, if requested by Required Lenders, or upon acceleration of all the Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant under any Loan Document shall, subject to the exercise Pari Passu Intercreditor Agreement and any other applicable intercreditor or subordination agreement entered into by the Collateral Agent of its remediesin accordance with the terms hereof, or otherwise received after acceleration of be applied by the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Secured Obligations constituting fees, commissions indemnities, expenses and Taxes of such sale, collection or other realization including compensation amounts (other than principal and interest) payable to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral each Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (bii) Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (iv) Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements and Secured Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Secured Obligations of the Collateral appointed pursuant Loan Parties that are due and payable to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonon such date; and (evi) FifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by law. Notwithstanding the foregoing, (a) amounts received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations arising under and (b) Secured Cash Management Agreements and Credit Swap Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may beLender Counterparty. Each Cash Management Bank or Swap Provider Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) FirstThe Administrative 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 out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewith with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all amounts for which advances made by the Administrative Agent hereunder or Collateral Agentunder any other Loan Document on behalf of any Grantor and any other costs or expenses, as applicable is entitled indemnities and other amounts incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to indemnification pursuant payment of that portion of the Secured Obligations constituting indemnities and other amounts (other than principal, interest and fees) due and payable to the provisions Secured Parties (including fees, charges and disbursements of any Credit Document; (bcounsel to the respective Secured Parties) Secondarising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on the Revolving Loans, Swingline Loans, Term Loans, LC Disbursements and other Secured Obligations arising under the Loan Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause THIRD payable to them; FOURTH, ratably to (i) payment of that portion of the Secured Obligations constituting unpaid principal of the Revolving Loans, Swingline Loans, Term Loans, LC Disbursements and other Secured Obligations and Secured Obligations then owing under Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Secured Parties and (ii) to the Administrative Agent for the account of the Issuing Banks, to cash collateralize that portion of the aggregate LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, in each case in proportion to the respective amounts described in this clause FOURTH held by them; FIFTH, ratably to payment of all other reasonable costs Secured Obligations until the Discharge of Secured Obligations has occurred; and expenses SIXTH, any surplus remaining after such application to the Grantors or to whomever may be legally entitled thereto. (a) 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 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 sale, collection purchaser or other realization and of any receiver purchasers shall not be obligated to see to the application of any part of the Collateral appointed pursuant purchase money paid over to the applicable Security Documents including compensation Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Parties and their agents and counsel and all costsObligations. (b) Notwithstanding anything herein or the Credit Agreement to the contrary, liabilities and advances made or incurred (i) prior to the Discharge of Secured Obligations, any exercise by the Administrative Agent of rights and remedies in respect of the Collateral shall be made at the direction or request, or with the consent, of the Required Lenders, and no other Secured Parties in connection therewith;Lenders. (c) ThirdSo long as the Discharge of Secured Obligations has not occurred, without duplication any Collateral or Proceeds thereof received by any Secured Party in connection with the exercise of amounts applied pursuant to clauses any right or remedy (aincluding set off) and (b) above, relating to the indefeasible payment Collateral in full contravention of this Agreement shall be segregated and held in cash, pro rata, trust and forthwith paid over to the Administrative Agent for the benefit of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under the Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Parties in the Security Agreement) and same form as received, with any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) necessary endorsements or as a court of competent jurisdiction may otherwise direct. . (d) In the event that any such proceeds are insufficient to pay of the Secured Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under any bankruptcy or insolvency laws, or the items described settlement of any claim in clauses (a) through (c) respect thereof), be required to be returned or repaid, the terms and conditions of this Section 11.024.02 shall be fully applicable thereto until the Secured Obligations shall again have been paid in full in cash. (e) The relative rights hereunder of the Secured Parties in or to any distributions from or in respect of any Collateral, shall continue after the Credit Parties shall remain liablefiling thereof on the same basis as prior to the date of the petition, jointly and severallysubject to any court order approving the financing of, for or use of cash collateral by, any deficiencyGrantor as a debtor-in-possession. Notwithstanding the foregoingIf, Obligations in any proceeding arising under bankruptcy or insolvency laws, debt obligations of the reorganized debtor secured by Liens upon any Collateral of the reorganized debtor are distributed on account of the Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from Obligations, then the application described above if Administrative Agent has not received written notice thereof, together with provisions of this Section 4.02 will survive the distribution of such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent debt obligations pursuant to any plan effected pursuant to a proceeding under bankruptcy or insolvency laws and will apply with like effect to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLiens securing such debt obligations.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been Paid in Full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral pursuant to Agent or the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, out-of-pocket expenses and Taxes other amounts (including reasonable fees, charges and disbursements of such salecounsel to the Administrative Agent, collection or other realization including compensation to Administrative the Syndication Agent and the Collateral Agent and their respective agents and counselAgent) payable to the Administrative Agent, and all expenses, liabilities and advances made or incurred by Administrative the Syndication Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, their respective capacities as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the applicable Security Documents Lenders and the Issuing Lenders (including compensation fees, charges and disbursements of counsel to the other Secured Parties respective Lenders and their agents and counsel and all coststhe Issuing Lenders) arising under the Loan Documents, liabilities and advances made or incurred by ratably among them in proportion to the other Secured Parties respective amounts described in connection therewiththis clause (b) payable to them; (c) Third, without duplication to payment of amounts applied pursuant to clauses (a) that portion of the Obligations constituting accrued and (b) aboveunpaid Letter of Credit Fees and interest on the Loans, to the indefeasible payment in full in cash, pro rata, of interest Reimbursement Obligations and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements the Loan Documents, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined the Issuing Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owingdescribed in this clause (c) payable to them; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations Issuing Lenders, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under that portion of Letter of Credit Obligations arising under Secured comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in Collateralized by the Security Borrower pursuant to this Agreement) and any interest accrued thereon; and; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them; and (f) Last, the balance, if any, after all of the Obligations have been indefeasibly Paid in Full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Secured Cash Management Specified Swap Agreements and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank counterparty to such Specified Swap Agreement or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank or counterparty to a Specified Swap Provider Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The After the occurrence of an Event of Default or the acceleration of the Obligations, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral and of property of Persons other than the Borrower securing the Obligations shall be applied by the Agent to payment of the Obligations in the following order, unless all Holders otherwise agree in writing or a court of competent jurisdiction shall otherwise direct: (i) FIRST, to payment of all costs and expenses of the Agent and the Lenders incurred in connection with the preservation, collection and enforcement of the Obligations, or of any of the Liens granted to the Agent or the Lenders pursuant to the exercise Collateral Documents or otherwise, including, without limitation, any amounts advanced by Collateral the Agent to protect or preserve the Collateral; (ii) SECOND, to payment of its remediesaccrued and unpaid interest on the Swing Line Loan; (iii) THIRD, or otherwise received after acceleration to payment of the Loansprincipal of the Swing Line Loan; (iv) FOURTH, to payment of that portion of the Obligations (excluding the Swing Line Loan and Cash Management Obligations) constituting accrued and unpaid interest and fees and indemnities payable under Article 1 hereof and Annex D hereof ratably among the Agent and the Lenders in accordance with the proportion which the accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent and each such Lender at such time bears to the aggregate amount of accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent and all Lenders at such time until such interest, fees and indemnities shall be applied, paid in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:full; (av) FirstFIFTH, to payment of the principal of the Obligations (excluding the Swing Line Loan and Cash Management Obligations), ratably among the Agent and the Lenders in accordance with the proportion which the principal amount of such Obligations owing to the Agent and each such Lender, as applicable, bears to the aggregate principal amount of such Obligations owing to the Agent and all Lenders until such principal of such Obligations shall be paid in full, with that portion of the Obligations constituting Letter of Credit Obligations instead being cash collateralized in accordance with Annex J hereof; (vi) SIXTH, to the payment of all reasonable costs and expensesCash Management Obligations, fees, commissions and Taxes ratably among the Lenders in accordance with the proportion which the amount of such sale, collection or other realization including compensation Cash Management Obligations owing to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant each such Lender bears to the provisions aggregate principal amount of any Credit Document;such Cash Management Obligations owing to all Lenders until such Cash Management Obligations shall be paid in full; and (bvii) SecondSEVENTH, to the payment of all other reasonable costs and expenses of such saleObligations, collection or other realization and of any receiver of any part of ratably among the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Lenders in accordance with the respective amounts thereof then due and owing; (d) Fourth, proportion which the amount of such other Obligations owing to each such Lender bears to the indefeasible payment in full in cash, pro rata, of aggregate principal amount of the such other Obligations and any premium thereon (including reimbursement obligations owing to all Lenders until such other Obligations shall be paid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonfull; and (eviii) FifthEIGHTH, the balance, if any, after all of the Obligations has been indefeasibly satisfied, shall, except as otherwise provided in any Loan Document, be deposited by the Agent in an operating account or accounts of the Borrower with the Agent designated by the Borrower or paid over to such other Person or Persons as may be required by law. The Borrower acknowledges and agrees that they shall remain severally liable to the Person lawfully entitled thereto (including extent of any deficiency between the applicable Credit Party or its successors or assigns) or as a court amount of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full of the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Collateral and the Collateral Agent pursuant aggregate amount of the sums referred to in the terms first through eighth clauses above in respect of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral pursuant to Agent or the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, out-of-pocket expenses and Taxes other amounts (including reasonable fees, charges and disbursements of such salecounsel to the Administrative Agent, collection or other realization including compensation to Administrative the Syndication Agent and the Collateral Agent and their respective agents and counselAgent) payable to the Administrative Agent, and all expenses, liabilities and advances made or incurred by Administrative the Syndication Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, their respective capacities as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the applicable Security Documents Lenders and the Issuing Lenders (including compensation fees, charges and disbursements of counsel to the other Secured Parties respective Lenders and their agents and counsel and all coststhe Issuing Lenders) arising under the Loan Documents, liabilities and advances made or incurred by ratably among them in proportion to the other Secured Parties respective amounts described in connection therewiththis clause (b) payable to them; (c) Third, without duplication to payment of amounts applied pursuant to clauses (a) that portion of the Obligations constituting accrued and (b) aboveunpaid Letter of Credit Fees and interest on the Loans, to the indefeasible payment in full in cash, pro rata, Letter of interest Credit Borrowings and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements the Loan Documents, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined the Issuing Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owingdescribed in this clause (c) payable to them; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations Issuing Lenders, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under that portion of Letter of Credit Obligations arising under Secured comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in Collateralized by the Security Borrower pursuant to this Agreement) and any interest accrued thereon; and; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause (e) held by them; and (f) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Secured Cash Management Specified Swap Agreements and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank counterparty to such Specified Swap Agreement or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank or counterparty to a Specified Swap Provider Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received At such intervals as may be mutually agreed upon by the Borrower and the Collateral Agent, or, if and whenever any Event of Default has occurred and is continuing, subject (to the extent applicable) to any Applicable Intercreditor Agreement, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of Proceeds constituting Collateral that it receives, whether or not held in any Collateral Account, any Securities Account or any Deposit Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Secured Obligations in the following order (it being understood that any application of such Proceeds constituting Collateral by the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to towards the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances the Secured Obligations shall be made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondfollowing order): first, to the payment of all other reasonable costs unpaid and unreimbursed documented out-of-pocket costs, expenses of such sale, collection or other realization and of any receiver of any part fees of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent (including to reimburse ratably any other Secured Parties which have advanced any of the same to the Collateral Agent), second, to the Administrative Agent, for application by it toward payment of all amounts then due and owing and remaining unpaid in respect of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to the Administrative Agent, for application by it toward prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then held by the Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full (except as otherwise agreed by the affected Qualified Counterparties pursuant to the terms applicable Specified Hedge Agreements) any Specified Hedge Agreements have been cash collateralized or paid in full and all Commitments to extend credit under the Loan Documents have terminated, shall be paid over to the Borrower. For purposes of Article XII hereof this Section, to the extent that any Obligation is unmatured, unliquidated or contingent (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to clause second above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for itself the benefit of the Secured Parties holding such Secured Obligations and its Affiliates shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured, liquidated and/or payable at which time such amounts shall be distributed to the holders of such Secured Obligations to the extent necessary to pay such Secured Obligations in full (with any excess to be distributed in accordance with this Section as if distributed at such time). In making determinations and allocations required by this Section, the Collateral Agent may conclusively rely upon information provided to it by the holder of the relevant Secured Obligations (which, in the case of the immediately preceding sentence shall be a “Lender” party heretoreasonable estimate of the amount of the Secured Obligations) and shall not be required to, or be responsible for, ascertaining the existence of or amount of any Secured Obligations.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:Majority Lenders): (a) Firstfirst, to the payment of taxes, registration and filing fees then due and owing by the Borrower, so long as the Borrower is treated for U.S. federal income tax purposes as an entity disregarded as separate from a sole owner, in respect of Borrower or its assets; second, to the payment to the Collateral Agent for all reasonable costs due and expensesunpaid Collateral Agent Fees, fees, commissions and Taxes of such sale, collection or all other realization including compensation Administrative Expenses owing to Administrative Agent and the Collateral Agent and their respective agents all amounts owing and counselpayable hereunder, or under any other Loan Documents, to the Collateral Administrator, the Custodian, the Securities Intermediary and the Document Custodian (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all expenses, liabilities and advances made or incurred by other Administrative Expenses owing to the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent(including, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentwithout limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithAgents hereunder; (cd) Thirdto the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) to the payment to the Services Provider of all due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior Services Fees for one Due Period; (f) first, without duplication to the payment to the Lenders hereunder on a pro rata basis of all amounts applied due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); and second, to the payment to the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in clause “first” above) and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans; (g) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (h) to the payment of all amounts due to the Services Provider for any due and unpaid Subordinated Services Fees; and (i) to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (h) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (h) above and (bexcept as provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first” and “second” of clause (f) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. The proceeds received by Collateral (a) Subject to the ABL Intercreditor Agreement or any other applicable Intercreditor Agreement entered into pursuant to this Agreement or any other Loan Document, if an Event of Default shall have occurred and be continuing, at any time at the Agent’s election, the Agent in respect may, notwithstanding the provisions of any sale ofSection 2.11, collection from or other realization upon apply all or any part of the net proceeds of US Collateral pursuant to realized through the exercise by Collateral the Agent of its remediesremedies under the US Security Documents, whether or otherwise received after acceleration not held in any Collateral Account, and any proceeds of the Loans, shall be appliedguarantee set forth in the US Security Documents, in full payment of the US Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such proceeds to the payment of any US Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such US Obligations and the Agent shall apply such Proceeds in such different order): First, to payment of that portion of the US Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, US Cash Management Obligations, obligations under US Specified Swap Contracts and Reimbursement Obligations, but including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the US Security Documents) payable to the Agent in its capacity as administrative agent or collateral agent; Second, to payment of that portion of the US Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, US Cash Management Obligations, obligations under the US Specified Swap Contracts, Reimbursement Obligations in partrespect of US Letters of Credit, together with any other sums and, to the extent payable under clause First, attorneys’ fees) payable to the US Secured Parties (including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the US Security Documents), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, the US Swingline Lender to pay US Obligations in respect of US Swingline Loans (including interest) then due to the US Swingline Lender; Fourth, to payment of that portion of the US Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the US Revolving Credit Loans and LC Disbursements in respect of US Letters of Credit, ratably among the holders of such US Obligations in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the US Obligations constituting (or constituting guarantees of) unpaid principal of the US Revolving Credit Loans and Reimbursement Obligations in respect of US Letters of Credit, and, to the extent required under Section 2.4(j), to Cash Collateralize the portion of the LC Disbursements in respect of US Letters of Credit comprised of the aggregate undrawn amounts of US Letters of Credit, ratably among the holders of such US Obligations in proportion to the respective amounts described in this clause Fifth held by Collateral Agent pursuant to this Agreementthem; Sixth, promptly by Collateral Agent as follows: (a) Firstprovided in clauses First through Fifth of Section 7.3(b); Seventh, to the payment of all reasonable costs and expenses, fees, commissions and Taxes amounts (or constituting guarantees of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (bamounts) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, payable under US Specified Swap Contracts and US Cash Management Obligations then due and payable and all other US Obligations of the US Loan Parties that are then due and payable to the indefeasible payment Agent and the other US Secured Parties on such date, ratably based upon the respective aggregate amounts of all such US Obligations owing to the Agent and the other US Secured Parties on such date; Eighth, as provided in full in cash, pro rata, clause Sixth of principal amount of the Obligations Section 7.3(b) below; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthNinth, the balance, if any, after all of the US Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit relevant US Loan Party or its successors or assigns) or as a court otherwise required by applicable Requirements of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyLaw. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (i) The 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 US Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the US 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 Agent or such officer or be answerable in any way for the misapplication thereof. (ii) Amounts used to Cash Collateralize US Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such US Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all US Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and subject to the limitations set forth above. (iii) Notwithstanding the foregoing, US Obligations arising under Secured in connection with US Cash Management Agreements and Credit Services or under US Specified Swap Contracts shall be excluded from the application described above if Administrative the Agent has not received written notice thereof, together with such supporting documentation as Administrative the Agent may request, from the applicable Cash Management Bank or Qualified Counterparty; provided that in no event shall proceeds of any Collateral of any US Loan Party that is not an “eligible contract participant” as defined in the Commodity Exchange Act be applied to any Excluded Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party Obligations. (b) Subject to any applicable Intercreditor Agreement entered into pursuant to this Agreement that has given or any other Loan Document, if an Event of Default shall have occurred and be continuing, at any time at the notice contemplated Agent’s election, the Agent may, notwithstanding the provisions of Section 2.11, apply all or any part of the net proceeds of Canadian Collateral realized through the exercise by the preceding sentence shallAgent of its remedies under the Canadian Security Documents, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in the Canadian Security Documents, in payment of the Canadian Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the payment of any Canadian Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such Canadian Obligations and the Agent shall apply such proceeds in such different order): First, to payment of that portion of the Canadian Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, Canadian Cash Management Obligations, obligations under Canadian Specified Swap Contracts and Reimbursement Obligations, but including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the Canadian Security Documents) payable to the Agent in its capacity as administrative agent or collateral agent; Second, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, Canadian Cash Management Obligations, obligations under the Canadian Specified Swap Contracts, Reimbursement Obligations in respect of Canadian Letters of Credit, and, to the extent payable under clause First, attorneys’ fees) payable to the Canadian Secured Parties (including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the Canadian Security Documents), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the Canadian Swingline Lender to pay Canadian Obligations in respect of Canadian Swingline Loans (including interest) then due to the Canadian Swingline Lender; Fourth, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the Canadian Revolving Credit Loans and LC Disbursements in respect of Canadian Letters of Credit, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) unpaid principal of the Canadian Revolving Credit Loans and Reimbursement Obligations in respect of Canadian Letters of Credit, and, to the extent required under Section 2.4(j), to Cash Collateralize the portion of the LC Disbursements in respect of Canadian Letters of Credit comprised of the aggregate undrawn amounts of Canadian Letters of Credit, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause Fifth held by such noticethem; Sixth, be deemed to have acknowledged the payment of amounts (or constituting guarantees of amounts) then due and accepted payable under Canadian Specified Swap Contracts and Canadian Cash Management Obligations then due and payable and all other Canadian Obligations of the appointment of Administrative Canadian Loan Parties that are then due and payable to the Agent and the other Canadian Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Canadian Obligations owing to the Agent and the other Canadian Secured Parties on such date; and Seventh, the balance, if any, after all of the Canadian Obligations have been paid in full, to the relevant Canadian Loan Party or as otherwise required by applicable Requirements of Law. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (a) The 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 Canadian Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the terms receipt of Article XII hereof proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Canadian 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 Agent or such officer or be answerable in any way for itself the misapplication thereof. (b) Amounts used to Cash Collateralize Canadian Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and its Affiliates subject to the limitations set forth above. (c) Notwithstanding the foregoing, Canadian Obligations arising in connection with Canadian Cash Management Services or under Canadian Specified Swap Contracts shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as if a the Agent may request, from the applicable Qualified Counterparty; provided that in no event shall proceeds of any Collateral of any Canadian Loan Party that is not an “Lendereligible contract participant” party heretoas defined in the Commodity Exchange Act be applied to any Excluded Swap Obligations.

Application of Proceeds. The proceeds received by Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Collateral Agent’s election, subject to the terms of any Intercreditor Agreement, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of the Proceeds constituting Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Secured Obligations, and shall make any such application in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to Agents under the provisions of any Credit Document; (b) Loan Documents; Second, to the payment of all other reasonable costs and expenses of such saleCollateral Agent, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred for application by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible it towards payment in full in cash, pro rata, of interest and other all Unfunded Advances/Participations (the amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations so applied to Cash Collateralize L/C Liabilities) be distributed between or among the Administrative Agent and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Issuing Lender pro rata in accordance with the respective amounts thereof of Unfunded Advances/Participations owed to them on the date of any such distribution); Third, to the Collateral Agent, for application by it towards payment of amounts then due and owing; owing and remaining unpaid in respect of the Secured Obligations (d) or, in the case of Letters of Credit, the Cash Collateralization thereof in accordance with Section 8.1 of the Credit Agreement), including any Pari Passu Distribution Hedge Obligations, the Pari Passu Distribution Additional Obligations and Cash Management Obligations, but excluding any Hedge Agreement Obligations not constituting Pari Passu Distribution Hedge Obligations or any Additional Obligation not constituting Pari Passu Distribution Additional Obligations pro rata among the Secured Parties according to the amounts of such Secured Obligations then due and owing and remaining unpaid to each of them (or, in the case of Letters of Credit, the amounts required for such Cash Collateralization); Fourth, to the indefeasible Collateral Agent, for application by it towards payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and Hedge Agreement Obligations or Additional Obligations; Fifth, any breakagebalance of such Proceeds remaining after the Secured Obligations shall have been paid in full (other than any remaining Additional Obligations, termination or other payments under Obligations arising under Secured Hedge Agreement Obligations, Cash Management Agreements Obligations and Swap Contracts contingent or indemnification obligations not then due), no Letter of Credit (that constitute Secured Obligations (as defined in is not Cash Collateralized) shall be outstanding and the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anyCommitments shall have been terminated, to the Person Term Collateral Agent, in accordance with the ABL Intercreditor Agreement; and Sixth, any remaining balance after the application in full pursuant to clause Fifth above, shall be paid over to the Borrower or to whomsoever shall be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Controlling Parties have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Controlling Parties have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be appliedControlling Parties), in full or in part, together accordance with any other sums then held the directions provided by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe Administrative Agent: (a) Firstfirst, to the payment of taxes, registration and filing fees then due and owing by the Borrower; second, on a pro rata basis, (x) to the payment to the Collateral Agent, the Collateral Administrator and the Collateral Custodian for all reasonable costs due and expensesunpaid Collateral Agent, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent Collateral Administrator Fees and Collateral Agent Custodian Fees and their respective agents all other Administrative Expenses owing to the Collateral Agent, all amounts owing and counselpayable hereunder and under the other Loan Documents to the Collateral Administrator, the Custodian, the Subordinated Note Registrar, the Bank, as Securities Intermediary and the Collateral Custodian (including, in each case, without limitation, indemnity payments) and (y) without prejudice to any other separate agreement, to the payment to the Delaware Trustee in respect of fees owed to the Delaware Trustee, and all expenses, liabilities and advances made or incurred by other Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled Expenses payable to indemnification the Delaware Trustee pursuant to the provisions of any Credit DocumentTrust Agreement; and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; provided that the aggregate amount of payments under this clause (b) shall not exceed the Quarterly Cap; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithAgents hereunder; (cd) Thirdto the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, without duplication which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) first, to the payment to the Lenders hereunder on a pro rata basis of all amounts due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); and second, to the payment to the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in clause “first” above) and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans; (g) to the payment of amounts applied described in clause (b) above to the extent not paid thereunder (without regard to the Quarterly Cap); (h) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (i) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (i)); and (j) any remainder, to the Subordinated Noteholders (on a pro rata basis). If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (i) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (i) above and (bexcept as provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first” and “second” of clause (f) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral pursuant to in the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented out-of-pocket legal fees, costs and expensesexpenses or other liabilities of any kind incurred by, feesor owed to, commissions the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with performing its obligations under any Security Document or this Agreement (including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and Taxes payable); SECOND, to the repayment of obligations, other than the Secured 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 Priority Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of any Credit Document; Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (bor, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) Second, for application to the payment of all such outstanding Secured Debt and any such other reasonable costs Secured Obligations that are then due and expenses of payable and so secured (for application in such sale, collection or order as may be provided in the Secured Debt Documents applicable to the respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other realization Secured Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any receiver Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured 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 (at the lower of any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to Secured Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Parent or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or 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 Lien on any Collateral no longer secures the Obligations under any Series of Secured Debt as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any such Collateral. (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future Secured Party. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Agreement Joinder as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt. (c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Secured Parties, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Secured Debt Representative, Hedge Provider and Banking Services Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt and any other Secured Obligations and any amounts under any Hedge Agreements included in the Secured Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided that, notwithstanding anything herein or in any Secured Debt Document to the contrary, in the event that any such proceeds are insufficient Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to pay in full any other Hedge Agreement, solely for purposes of calculating the items described in clauses (a) through (c) of Secured Obligations owed to such Hedge Provider under this Section 11.02Agreement, the Credit Parties such calculation shall remain liable, jointly setoff and severally, for any deficiencynet all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedge Agreement. Notwithstanding the foregoingforegoing or the other terms of this Agreement, Obligations arising 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 Lien created under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated Security Documents governed by the preceding sentence shall, by such notice, be deemed laws of the Netherlands to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant secure Dutch Parallel Debt Obligations to the terms payment of Article XII hereof for itself such Dutch Parallel Debt Obligations, and its Affiliates as if a “Lender” party heretoin accordance with the relevant mandatory provisions of the laws of the Netherlands.

Application of Proceeds. The proceeds It is agreed that if an Event of Default shall occur and be continuing, subject to the Intercreditor Agreement, any and all Proceeds of the relevant Grantor’s Security Collateral (as defined in the Credit Agreement) received by the Collateral Agent (whether from the relevant Grantor or otherwise) shall be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant Grantor (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Collateral Agent, be applied by the Collateral Agent in respect accordance with the Intercreditor Agreement, and thereafter against the Obligations of the relevant Grantor then due and owing as follows (without duplication of any sale of, collection from or other realization upon all or any part of amounts applied in accordance with the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Intercreditor Agreement, promptly by Collateral Agent as follows: (a) First): FIRST, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expensesexpenses (including, without limitation, reasonable attorneys’ fees, commissions and Taxes ) of such sale, collection or other realization including compensation to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to with enforcing the provisions rights of any Credit Document; (b) Secondthe Lenders under the Loan Documents; SECOND, to the payment of all other Obligations consisting of any fees owed to the Administrative Agent and the Collateral Agent; THIRD, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant counsel to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders) of each Lender in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovewith enforcing its rights under the Loan Documents; FOURTH, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting all Obligations consisting of accrued fees (other than principal, reimbursement obligations any referred to in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesclause “SECOND” above) and interest, including, with respect to Obligations owed to any Non-Lender Secured Party, any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthowing to such Non-Lender Secured Party under any Secured Bank Product Agreement; FIFTH, to the indefeasible payment in full in cashof all Obligations consisting of outstanding principal, pro rataincluding, of principal amount of the with respect to Obligations and owed to any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and Non-Lender Secured Party, any breakage, termination or other payments then due and owing to such Non-Lender Secured Party under Obligations arising under any Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Bank Product Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anySIXTH, to the Person lawfully entitled thereto (including payment of all other Obligations then due and owing and not paid pursuant to the applicable Credit Party Intercreditor Agreement or clauses “FIRST” through “FIFTH” above; and SEVENTH, thereafter in accordance with the Intercreditor Agreement to the extent applicable, and then to the relevant Grantor or its successors or assigns) , or as a court of competent jurisdiction to whoever may direct. In be lawfully entitled to receive the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement or, with respect to Collateral owned or held by any UK Credit Party, in Clause 13.6 of the UK Security Agreement, during the existence of an Event of Default, all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of the Collateral pursuant to (including all proceeds held by the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of in the Loans, ▇▇▇▇▇▇▇ Cash Collateral Account and the Exchange Note Cash Collateral Account) shall be applied, applied in full or in part, together with any other sums then held part by the Collateral Agent pursuant to this Agreementagainst, promptly by Collateral Agent as follows: (a) Firstthe Obligations in the following order of priority: first, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection or other realization realization, including reasonable compensation to the Collateral Agent, the Administrative Agent and Collateral 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 or Collateral Agent in connection therewith therewith, and all amounts for which the Collateral Agent and the Administrative Agent or Collateral Agent, as applicable is are entitled to indemnification pursuant hereunder or under the Collateral Documents (in their capacities as the Collateral Agent and Administrative Agent, respectively, and not as a Lender) and all advances made by the Collateral Agent and the Administrative Agent hereunder or under the Collateral Documents for the account of the applicable Guarantor, and to the provisions payment of all costs and expenses paid or incurred by the Collateral Agent and the Administrative Agent in connection with the exercise of any Credit Document; (b) Secondright or remedy hereunder or under the Collateral Documents, 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 reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Obligations for the ratable benefit of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties Lenders; and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment in full in cash, pro rata, extent of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect any excess of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthsuch proceeds, to the indefeasible payment in full in cash, pro rata, to or upon the order of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations such Guarantor or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and any fees and interest due under any Secured Cash Management Agreements constituting Secured Obligations and Swap Contracts that constitute any reimbursement or other payment obligations, interest and obligations to provide cash collateral in respect of any Specified Letter of Credit constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement) and any interest accrued thereon,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks); and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds After the exercise of remedies provided for in Section 10.02(a) (or after the Loans have automatically become immediately due and payable and the LC Exposure has automatically been required to be cash collateralized as set forth in Section 10.02(b)), any amounts received by the Administrative Agent or the Collateral Agent on account of the Obligations shall be applied 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsfollowing order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities LC Disbursements and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute or Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities LC Disbursements and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Notwithstanding anything herein to the contrary (but subject to Section 2.14(f) and the terms of the Collateral pursuant Intercreditor Agreement), during an Event of Default, monies to be applied to the exercise Secured Obligations, whether arising from payments by Collateral Agent of its remediesLoan Parties, realization on Collateral, setoff or otherwise received after acceleration of the Loansotherwise, shall be applied, in full allocated as follows (including any payments received with respect to adequate protection payments or in part, together with other distributions relating to the Secured Obligations during the pendency of any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:reorganization or insolvency proceeding): (a) First, to the payment of all reasonable costs and expenses, feesincluding Extraordinary Expenses, commissions and Taxes of such sale, collection or other realization including compensation owing to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative any Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit DocumentReceiver; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts owing to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewitha Swingline Lender on Swingline Loans; (c) Third, without duplication of to all amounts applied pursuant owing to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingIssuing Banks on LC Obligations; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute all Secured Obligations constituting fees (as defined in the Security Agreement) and any interest accrued thereon; andother than Secured Bank Product Obligations); (e) Fifth, the balance, if anyto all Secured Obligations constituting interest (other than Secured Bank Product Obligations); (f) Sixth, to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of LC Exposure; (g) Seventh, to all Loans; and (h) Eighth, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directnext category. In the event that any such proceeds If amounts are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02satisfy a category, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts they shall be excluded from applied on a pro rata basis among the application described above if Secured Obligations in the category. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to Administrative Agent has not received written notice thereofor the actual Secured Bank Product Obligations as calculated by the methodology reported to Administrative Agent for determining the amount due. No Agent shall have any obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, together with such supporting documentation as and Administrative Agent may request, request a reasonably detailed calculation of such amount from the applicable Cash Management Bank or Swap ProviderSecured Party. If a Secured Party fails to deliver such calculation within five days following request by Administrative Agent, as Administrative Agent may assume the case may beamount to be distributed is zero. Each Cash Management Bank or Swap Provider not a party The allocations set forth in this Section are solely to this Agreement that has given determine the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged rights and accepted the appointment priorities of Administrative Agent and Secured Parties as among themselves, and may be changed by agreement among them without the Collateral Agent pursuant to consent of any Loan Party. This Section is not for the terms benefit of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoor enforceable by any Loan Party.

Application of Proceeds. The proceeds received by (a) With respect to Common Collateral, the Collateral Agent in respect will apply the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization upon all or such Common Collateral, including proceeds of any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedtitle insurance policy required under any Secured Debt Document, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses, fees, commissions expenses incurred by the Collateral Agent and Taxes of the Indenture Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the Secured Obligations, and to any other realization including compensation to Administrative Agent and Collateral Agent Obligations, including all court costs and their respective the reasonable fees and expenses of its co-trustees, agents and legal counsel, and all expenses, liabilities any other reasonable and advances made documented costs or expenses incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to with the provisions exercise of any Credit Document; (b) Secondright or remedy hereunder; SECOND, to each Secured Representative for each Series of Secured Debt for application to the payment of all outstanding Secured Debt and any other reasonable costs Secured Obligations that are then due and expenses of payable in such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to order as may be provided in the applicable Security Secured Debt Documents including compensation in an amount sufficient to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment pay in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute discharge all outstanding Secured Obligations (as defined in the Security Agreement) that are then due and any interest accrued thereonpayable, in each case equally and ratably in accordance with (i) the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of aggregate outstanding principal amount of the Secured Obligations and any premium thereon held by holders of such Series of Secured Debt (including reimbursement excluding obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesunder Hedge Agreement Documents) and any breakage, termination or other payments under (ii) with respect to the Hedge Agreement Obligations arising under held by holders of such Series of Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthDebt, the balanceHedge Agreement Due Amount for such Series of Secured Debt; and THIRD, if any, any surplus then remaining shall be paid to the Person Grantors or their successors or assigns or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In provided that, to the event extent that the holders of any Series of Secured Debt receive and are able to apply any proceeds from any Separate Collateral securing such Series of Secured Debt, (i) the Secured Representative in respect of such Series of Secured Debt shall within one Business Day of the receipt of such proceeds provide the Collateral Agent with a certificate certifying as to the amount of such received and applied proceeds and (ii) the amount of Secured Obligations included under clause “SECOND” above with respect to such Series shall be reduced by the amount of such proceeds; provided further that (i) at any time, the Collateral Agent may request a certificate from any Secured Representative in respect of any Series of Secured Debt as to the amount of any received and applied proceeds with respect to such Series of Secured Debt from any Separate Collateral and such Secured Representative shall within one Business Day provide such certificate and (ii) the application of the proceeds of any Separate Collateral and any proceeds under the foregoing clauses shall not permit the holders of any such Series of Secured Debt to recover more than the full amount of Secured Obligations relating to such Series of Secured Debt. For purposes of this Section 3.4(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Agent’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Secured Obligations). (b) If the Collateral Agent or any Secured Party other than ▇. ▇▇▇▇ collects or receives any proceeds are insufficient from the foreclosure, collection or other enforcement of any Separate Collateral that should have been applied to pay the payment of the Obligations in full accordance with Section 5.1 hereof, whether after the items described commencement of an Insolvency or Liquidation Proceeding or otherwise, the Collateral Agent or such Secured Party will forthwith deliver the same to ▇. ▇▇▇▇ to be applied in clauses (a) through accordance with Section 5.1. Until so delivered, such proceeds will be held by the Collateral Agent or such Secured Party, for the benefit of ▇. ▇▇▇▇. (c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of this Section 11.02Secured Obligations, the Credit Parties shall remain liable, jointly each present and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under future Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Representative and the Collateral Agent. The Secured Representative of each future Series of Secured Debt will, to the extent provided in this Agreement, be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Agent at the time of incurrence of such Series of Secured Debt. (d) In connection with the application of proceeds pursuant to this Section 3.4, except as otherwise directed by an Act of Required Secured Debtholders, the terms Collateral Agent may sell any non-cash proceeds for cash prior to the application of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe proceeds thereof.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by Collateral Agent the Agents pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (a) Firstfirst, to the payment of all reasonable fees, indemnification, costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant owing to the provisions of any Credit DocumentAgents; (b) Secondsecond, to all amounts owing to the payment Administrative Agent in respect of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Protective Advances until paid in connection therewith;full, (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to all amounts owing to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) Administrative Agent on Swingline Loans and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts Revolving Loans or LC Exposure that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owinga Defaulting Lender has failed to settle or fund; (d) Fourthfourth, to all amounts owing to the indefeasible payment in full in cashIssuing Bank and to all Secured Obligations (other than Secured Bank Product Obligations) constituting fees, pro rataindemnification, costs and expenses owing to the Revolving Lenders; (e) fifth, to all Secured Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixth, to cash collateralization of principal LC Exposure; (g) seventh, to all Revolving Loans and to Designated Secured Bank Product Obligations (including cash collateralization thereof) up to the amount of the Bank Product Reserves existing therefor; (h) eighth, to all other Secured Bank Product Obligations and any premium thereon that are not Designated Secured Bank Product Obligations or that are Designated Secured Bank Product Obligations solely to the extent such Designated Secured Bank Product Obligations exceed the Bank Product Reserves; (including reimbursement obligations in respect of L/C Liabilities and obligations i) ninth, to Cash Collateralize L/C Liabilities) all remaining Secured Obligations, including, and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (ej) Fifthlast, any remaining balance to the balancePerson entitled to receive such amounts under the Existing Intercreditor Agreement or the Intercreditor Agreement, as applicable, and if anyno such agreement exists, to the Person lawfully entitled thereto (including the applicable Credit Party Borrower or its successors or assigns) assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Amounts shall be applied to payment of each category of Secured Obligations only after Full Payment of all amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among Secured Obligations in such category. The Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable provider. If the provider fails to deliver the calculation within five days following request, the Administrative Agent may assume the amount is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 11.028.02, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. (a) The Borrowers shall use the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral 2nd Tranche DDTLs, to: (i) with respect to the Initial 2nd Tranche Draw, (A) with respect to an aggregate principal amount of $55,000,000 thereof, to purchase components of Digital Currency Miners pursuant to the exercise by Collateral Agent Intel Supply Agreement and (B) with respect to an aggregate principal amount of its remedies$6,000,000 thereof, or otherwise received after acceleration of to fund operations under the Loans, Hosting Agreement (it being understood and agreed that any Discretionary 2nd Tranche Draw shall be appliedused exclusively in accordance with this clause (B)), in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:and (aii) Firstwith respect to the Subsequent 2nd Tranche Draw (A) with respect to an aggregate principal amount of $22,000,000 thereof, to the payment of all reasonable costs and expensespay related costs, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification ODM packaging expenses pursuant to the provisions Packaging Agreement, in an amount of approximately $20,000,000 and (B) with respect to an aggregate principal amount thereof equal to the difference of $8,000,000 minus the amount of any Credit Document;DDTL Reduction applied (or required to be applied) to the 2nd Tranche DDTL Commitments, to pay the Origination Fee or, if the Origination Fee has already been paid, for such purposes and in such proportions the proceeds of the 3rd Tranche DDTLs and 4th Tranche DDTLs are required to be used. (b) SecondThe Borrowers shall use the proceeds of the 3rd Tranche DDTLs and 4th Tranche DDTLs, (i) to purchase Digital Currency Miners and related assets (including, without limitation, pursuant to a Permitted Acquisition, which shall be pledged as Collateral, and to pay related costs and installation expenses, including ODM packaging expenses, (and (ii) with respect to no more than 25% of the aggregate initial principal amount of Borrowings of 3rd Tranche DDTLs and 4th Tranche DDTLs, to the payment of all fund working capital needs and other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part general corporate purposes of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Loan Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities dividends and obligations to Cash Collateralize L/C Liabilities) distributions and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoon Indebtedness).

Application of Proceeds. The proceeds Subject to any Intercreditor Agreement, after the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by Collateral the Administrative Agent in respect the following order: first, to payment of any sale of, collection from or other realization upon all or any part that portion of the Collateral pursuant Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent amounts payable under Sections 2.17 and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by 2.23) payable to the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondsuch; second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsObligations constituting fees, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest indemnities and other amounts constituting Obligations payable to the Lenders (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any including fees, premiums charges and scheduled periodic payments due disbursements of counsel to the respective Lenders arising under the Loan Documents and amounts payable under Section 2.17 and 2.23 and not specifically referred to in clauses third and fourth below), ratably among them in proportion to the respective amounts described in this clause Second payable to them; third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations and Secured Cash Management Agreements Obligations, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined counterparties referred to in the Security Agreement) definitions of Secured Swap Obligations and any interest accrued thereon, Secured Cash Management Obligations that are parties thereto in each case equally and ratably in accordance with proportion to the respective amounts thereof then due described in this clause Fourth payable to them; and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifthlast, the balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any Intercreditor Agreement and, thereafter, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other Loan Parties to preserve the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from allocation to Secured Obligations otherwise set forth in the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLoan Documents.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale ofLenders, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and their respective agents during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and counseloutstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all expenses, liabilities reasonable out-of-pocket costs and advances made or incurred by expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent or and the Collateral Agent in connection therewith with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all amounts for which Administrative expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or Collateral Agentto preserve its security interest in the Collateral), as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondfourth, to the payment of pay all other reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of such sale, collection or other realization and of any receiver of any part each of the Collateral appointed pursuant Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable Security Documents including compensation Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties amount of Designated Cash Management Reserves then in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) effect with respect thereto and (bii) aboveDesignated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations pay obligations under Cash Management Arrangements with any Cash Management Party (other than principalpursuant to any Designated Cash Management Agreements, reimbursement obligations in respect of L/C Liabilities and obligations but including any amounts not paid pursuant to Cash Collateralize L/C Liabilitiesclause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any feesManagement Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Guarantee and Collateral Agreement, premiums and scheduled periodic payments due seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under Obligations arising under Secured Cash Management Agreements such Letters of Credit and Swap Contracts that constitute Secured (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.15 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Security Guarantee and Collateral Agreement) and with respect to any interest accrued thereon, in each case equally and ratably in accordance Guarantor shall not be paid with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party received from such Guarantor or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoassets.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and any premium thereon payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (including reimbursement obligations in respect v) Fifth, to the Administrative Agent for the account of L/C Liabilities and obligations the Issuing Lender, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments undrawn amounts under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations outstanding Letters of Credit (as defined in to the Security extent not otherwise cash collateralized pursuant to this Agreement) and any interest accrued thereon); and (evi) FifthLast, the balance, if any, to the Person lawfully entitled thereto Loan Parties or as required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2.5 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from the proceeds of competent jurisdiction may directsuch Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.5 [Application of Proceeds]. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02addition, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements Lender Provided Interest Rate ▇▇▇▇▇▇ and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank provider of such Lender Provided Interest Rate Hedge or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank provider of a Lender Provided Interest Rate Hedge or Swap Provider Other Lender Provided Financial Service Product, as the case may be, that is not a party to this the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent shall apply the proceeds received by Collateral Agent in respect of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment in full of all reasonable and documented or invoiced out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and expenses incurred by the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agentwith such collection, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection foreclosure or realization or otherwise in connection with this Agreement, any other realization and of Loan Document or any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap ProviderObligations, as the case may be. Each Cash Management Bank , including all reasonable and documented or Swap Provider not a party to invoiced out-of-pocket court costs and fees and expenses of its agents and fees, charges and disbursements of legal counsel payable under this Agreement that has given and in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the notice contemplated Secured Obligations, as the case may be, the repayment of all advances made by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant and Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case to the terms extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of Article XII hereof for itself that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and its Affiliates as if a “Lender” party hereto.Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including fees, charges and disbursements of counsel to the respective Secured Parties arising under the Loan Documents and amounts payable under Sections 2.17 and 2.23 of this Agreement), ratably among the Secured Parties in proportion to the respective amounts described in this clause SECOND payable to them;

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the First Lien Collateral Agent, if and as required by the Intercreditor Agreement, to apply to the First Lien Obligations; (b) Second, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bc) SecondThird, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all reasonable out-of-pocket costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (cd) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveFourth, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Secured Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities principal and obligations to Cash Collateralize L/C Liabilitiescontingent indemnification obligations) under this Agreement and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (de) FourthFifth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement contingent indemnification obligations in due or claimed with respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; andthereto); (ef) FifthSixth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 11.027.05, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to the Administrative Agent and Agent, the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or and/or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or and/or Collateral Agent, as applicable Agent is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon (other than to the extent payable in clause Fourth) and any fees and interest due under any Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined in the Security Agreement) and any reimbursement or other payment obligations, interest accrued thereonand obligations to provide cash collateral in respect of any Specified Letter of Credit constituting Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonObligations; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Upon the occurrence and during the continuance of an Event of Default, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon upon, all or any part of the Senior Notes Pledged Collateral pursuant to and any cash held shall be applied by the exercise by Senior Notes Collateral Agent in the following order of its remediespriorities: first, or otherwise received after acceleration to payment of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection sale or other realization realization, including reasonable compensation to Administrative Agent and Collateral Agent and their respective agents and counselcounsel for the Senior Notes Collateral Agent, and all expenses, liabilities and advances incurred or made or incurred by Administrative Agent or the Senior Notes Collateral Agent in connection therewith therewith, and all amounts any other unreimbursed fees and expenses for which Administrative the Senior Notes Collateral Agent or Collateral Agent, as applicable is entitled to indemnification be reimbursed pursuant to Section 15 hereof; second, to the provisions ratable payment (based on the principal amount of any Credit Document; Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of accrued but unpaid interest on such outstanding Senior Notes; third, to the ratable payment (bbased on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) Secondof unpaid principal of such outstanding Senior Notes; fourth, to the ratable payment (based on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of all other Obligations, until all Obligations shall have been paid in full; and fifth, to the payment of to all other reasonable costs and expenses of persons who may be entitled by law thereto (including, without limitation, the Price Note Collateral Agent until such sale, collection or other realization and of any receiver of any part time as the Senior Notes Collateral Agent has received written notice from the Price Note Collateral Agent that the obligations of the Collateral appointed pursuant to Pledgor under the applicable Security Documents including compensation to Price Note and the other Secured Parties and their agents and counsel and all costsPrice Note Purchase Agreement have been satisfied in full), liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any , until all obligations to such proceeds are insufficient persons shall have been paid in full; and finally, to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant payment to the terms Pledgor or its successors or assigns, or as a court of Article XII hereof for itself and its Affiliates as if a “Lender” party heretocompetent jurisdiction may direct, of any surplus then remaining from such proceeds.

Application of Proceeds. The proceeds received by Lenders, the Administrative Agent and the ABL Collateral Agent in respect agree, as among such parties, as follows: subject to the terms of any sale ofapplicable intercreditor agreement, collection from or other realization upon all or any part of including the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Base Intercreditor Agreement, promptly by Collateral Agent as follows:after the occurrence and during the continuance of an Event of Default, (a) Firstall amounts collected or received by the Administrative Agent, the ABL Collateral Agent, any Lender or any Issuing Lender under any U.S. Security Documents or otherwise with respect to any U.S. Loan Party under any Loan Document, in each case on account of amounts then due and outstanding under any of the Loan Documents shall be applied as follows: first, to the payment pay interest on and then principal of Agent Advances made as Tranche A U.S. Facility Revolving Credit Loans then outstanding, second, to pay all reasonable out-of-pocket costs and expenses, fees, commissions expenses (including reasonable attorneys’ fees to the extent provided in the Loan Documents) due and Taxes owing hereunder of such sale, collection or other realization including compensation to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the ABL Collateral Agent in connection therewith with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all amounts for which expenses with respect to the sale or other realization of or in respect of the Collateral granted under the U.S. Security Documents and any sums advanced to the ABL Collateral Agent to preserve its security interest in the Collateral granted under the U.S. Security Documents), third, to pay interest on and then principal of Swing Line Loans then outstanding, fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay interest on and then principal of Tranche A U.S. Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender then outstanding and to cash collateralize any outstanding U.S. Facility L/C Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable is entitled applicable, on a pro rata basis, sixth, to indemnification pay interest on and then principal of Tranche A Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, seventh, to pay interest on and the principal of Tranche A-1 U.S. Facility Revolving Credit Loans then outstanding and all Qualified Secured Bank Product Obligations of any U.S. Loan Party to the extent a Bank Product Reserve has been established with respect thereto up to and including the amount most recently specified to the Administrative Agent pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonterms hereof, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthon a pro rata basis, eighth, to pay interest on and the indefeasible payment in full in cashprincipal of Tranche A-1 Canadian Facility Revolving Credit Loans then outstanding on a pro rata basis, pro rataninth, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured pay all Obligations (as such term is defined in the Security U.S. Guarantee and Collateral Agreement) and any interest accrued thereon; all Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) not referenced in clauses first through eighth above pro rata to the Secured Parties (as such term is defined in the U.S. Guarantee and Collateral Agreement) and the Secured Parties (as such term is defined in the Canadian Guarantee and Collateral Agreement) entitled thereto and (e) Fifth, tenth, to pay the balancesurplus, if any, to the Person whomever may be lawfully entitled thereto to receive such surplus. To the extent that any amounts available for distribution pursuant to clause fifth or sixth above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the ABL Collateral Agent in a cash collateral account and applied (including x) first, to reimburse the applicable U.S. Facility Issuing Lender or Canadian Facility Issuing Lender from time to time for any drawings under such Letters of Credit Party and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause fifth or its successors or assigns) or as a court of competent jurisdiction may directsixth. In To the event that extent any such proceeds amounts available for distribution pursuant to clause ninth are insufficient to pay all obligations described therein in full full, such moneys shall be allocated pro rata among the items described in clauses Revolving Lenders and Issuing Lenders based on their respective Commitment Percentages; and (ab) through (c) of this Section 11.02all amounts collected or received by the Administrative Agent, the Credit Parties shall remain liableABL Collateral Agent, jointly any Issuing Lender or any Canadian Facility Lender under any Canadian Security Document or otherwise with respect to any Canadian Loan Party under any Loan Document, in each case on account of amounts then due and severally, for outstanding under any deficiency. Notwithstanding of the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Loan Documents shall be excluded from applied as follows: first, to pay interest on and then principal of Agent Advances made as Tranche A Canadian Facility Revolving Credit Loans to the application described above if Administrative Agent has not received written notice thereofCanadian Borrower then outstanding, together with such supporting documentation as Administrative Agent may requestsecond, from to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the applicable Cash Management Bank or Swap Provider, as extent provided in the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given Loan Documents) due and owing hereunder of the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the ABL Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses with respect to the sale or other realization of or in respect of the Collateral granted under the Canadian Security Documents and any sums advanced to the ABL Collateral Agent to preserve its security interest in the Collateral granted under the Canadian Security Documents), third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Canadian Facility Lenders and each of the Canadian Facility Issuing Lenders in connection with enforcing such Canadian Facility Lender’s or such Canadian Facility Issuing Lender’s rights under the Loan Documents, fourth, to pay interest on and then principal of Tranche A Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, fifth, to pay interest on and the principal of Tranche A-1 Canadian Facility Revolving Credit Loans then as outstanding and all Qualified Secured Bank Product Obligations of any Canadian Loan Party to the extent a Bank Product Reserve has been established with respect thereto up to and including the amount most recently specified to the Administrative Agent pursuant to the terms hereof, in each case on a pro rata basis, sixth, to pay any Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) owing to Canadian Secured Parties not referenced in clauses first through fifth above and seventh to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause fourth above are attributable to the issued but undrawn amount of Article XII hereof outstanding Letters of Credit issued by a Canadian Facility Issuing Lender which are then not yet required to be reimbursed hereunder, such amounts shall be held by the ABL Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Canadian Facility Issuing Lender from time to time for itself any drawings under such Letters of Credit and its Affiliates (y) then, following the expiration of all Letters of Credit issued by a Canadian Facility Issuing Lender, to all other obligations of the types described in such clause fourth. To the extent any amounts available for distribution pursuant to clause fourth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Canadian Facility Lenders and Canadian Facility Issuing Lenders based on their respective Tranche A Canadian Facility Commitment Percentages or Tranche A-1 Canadian Facility Commitment Percentages, as if a “Lender” party heretoapplicable.

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Trigger Period or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Credit Party or on account of any Collateral owned by Collateral Agent a Credit Party or, without limiting the foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansCollateral, shall be applied, applied in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) Firstfirst, ratably to pay the payment Obligations in respect of all reasonable costs any fees and expenses, feesindemnities and other amounts (including, commissions and Taxes without limitation, amounts in respect of such sale, collection or other realization including compensation any Loans advanced by the Administrative Agent on behalf of a Lender for which the Administrative Agent has not been reimbursed) then due to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent until paid in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentfull; (bii) Secondsecond, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Administrative Agent on behalf of the Collateral appointed pursuant Swingline Lender and any Lender that has acquired and fully paid for its participating interest in the applicable Swingline Loans, ratably to pay Obligations in respect of Swingline Loans then due to the applicable Security Documents including compensation to the other Secured Parties Swingline Lender and their agents and counsel and all costseach such Lender, liabilities and advances made or incurred by the other Secured Parties until paid in connection therewithfull; (ciii) Thirdthird, without duplication to the Administrative Agent on behalf of amounts applied pursuant the Issuing Banks and any Lender that has acquired and fully paid for its participating interest in the applicable Letters of Credit, ratably to clauses pay Obligations in respect of such Letters of Credit then due to the Issuing Banks and each such Lender, until paid in full; (aiv) fourth, ratably to pay any expenses, indemnities, and fees then due to the Lenders and Issuing Banks, until paid in full; (v) fifth, ratably (A) to pay the accrued but unpaid interest in respect of the Loans, (B) to pay the unpaid principal in respect of the Loans (C) to the extent a Bank Product Reserve has been established therefor by the Administrative Agent in accordance with the terms hereof, to pay the unpaid Reserved Secured Hedge Obligations, including the cash collateralization of such Reserved Secured Hedge Obligations, (D) to the extent a Bank Product Reserve has been established therefor by the Administrative Agent in accordance the terms hereof, to pay (x) the unpaid Reserved Secured Cash Management Obligations with respect to credit cards, commercial cards and purchase cards, and (y) other unpaid Reserved Secured Cash Management Obligations in an aggregate amount not to exceed $10,000,000, provided that the Lead Borrower shall have designated in writing to the Administrative Agent the amount of any such Reserved Secured Cash Management Obligations owing under any Secured Cash Management Agreement that shall be subject to this clause (y) and (bE) aboveto be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders to Cash Collateralize the indefeasible payment then extant Stated Amount of Letters of Credit, in full each case until paid in cashfull; (vi) sixth, pro rata, of interest and ratably to pay other amounts constituting Obligations then due (other than principal, reimbursement obligations Obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Hedge Agreements), until paid in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingfull; (dvii) Fourthseventh, ratably to the indefeasible payment in full in cash, pro rata, of principal amount of the pay other Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities the Secured Hedge Agreements and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Agreements, until paid in the Security Agreement) and any interest accrued thereonfull; and (eviii) Fifth, the balance, if anyeighth, to the Lead Borrower or such other Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directunder Applicable Law. In the event that Amounts distributed with respect to any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Reserved Secured Cash Management Agreements Obligations and Credit Swap Contracts Reserved Secured Hedge Obligations shall be excluded from the application described above if lesser of (x) the maximum Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations last reported to the Administrative Agent has not received written notice thereof, together with such supporting documentation and (y) the Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations as Administrative Agent may request, from calculated by the methodology reported by each applicable Cash Management Bank or Swap Provider, as and Hedge Bank to Administrative Agent for determining the case may beamount due. Each The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Reserved Secured Cash Management Bank or Swap Provider not Obligations and Reserved Secured Hedge Obligations, and at any time and from time to time may request a party reasonably detailed calculation of such amount from the applicable Secured Party holding such Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations. If a Secured Party fails to this Agreement that has given the notice contemplated deliver such calculation within five (5) days following request by the preceding sentence shallAdministrative Agent, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and may assume the Collateral Agent pursuant amount to be distributed is no greater than the terms maximum amount of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe Reserved Secured Cash Management Obligations or Reserved Secured Hedge Obligations last reported to Administrative Agent.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect from any sale or other disposition of any sale ofcollateral, collection from or other realization upon all or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and any premium thereon payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (including reimbursement obligations in respect v) Fifth, to the Administrative Agent for the account of L/C Liabilities and obligations the Issuing Lender, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments undrawn amounts under Obligations arising under Secured outstanding Letters of Credit (to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Collateralized pursuant to this Agreement) and any interest accrued thereon); and (evi) FifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from any proceeds of competent jurisdiction may directany such Non-Qualifying Party’s collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of any collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.5. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02addition, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements Lender Provided Interest Rate ▇▇▇▇▇▇ and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank Lender or Swap ProviderAffiliate of a Lender, as the case may be. Each Cash Management Bank or Swap Provider Person not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant agree, as among such parties, as follows: subject to the terms of Article XII hereof the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and subject to any application of any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by the Intercreditor Agreement): (1) first, to pay (on a ratable basis) all fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (2) second, to pay (on a ratable basis) all fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents; (3) third, to pay (on a ratable basis) to the applicable Issuing Lender any L/C Participant’s Letter of Credit Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid from such L/C Participant’s Credit Linked Deposit Account in accordance with Section 3.2(b), provided that the Collateral Agent on behalf of the Secured Parties shall be subrogated to the rights of such Issuing Lender against such L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding and any Credit Linked Prefunded L/C Commitment Fees on Credit Linked Deposits then on deposit in the Credit Linked Deposit Account; (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedging Agreements and Bank Products Agreements (each as defined in the Guarantee and Collateral Agreement) secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for itself distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and its Affiliates applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.9 and 2.10, as if a “Lender” party heretoapplicable.

Application of Proceeds. The From and after the date on which Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted) and all Letters of Credit have been cash-collateralized as provided in this Agreement, any and all proceeds received by Collateral Agent in respect of or any Bank from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAgent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse Agent for reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by Agent in connection with realizing on the Collateral or collection of any Obligations of the Loan Parties under any of the Loan Documents, including advances made by Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment repayment or prepayment of all reasonable costs and expenses, fees, commissions and Taxes any Loans (whether for unreimbursed Letter of such sale, collection Credit drawings or other realization including compensation to Administrative otherwise) made by Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made not reimbursed by a Bank or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documenta Borrower under Section 9.15; (biii) Secondthird, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with each Bank’s Ratable Share, to reimburse Banks (other than Defaulting Banks) for reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by each such Bank in connection with realizing on the respective amounts thereof then due Collateral or collection of any Obligations of the Loan Parties under any of the Loan Documents, including advances made by such Banks for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and owingthe like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral, in each case, to the extent such costs, expenses and disbursements are otherwise reimbursable to the Banks under this Agreement; (div) Fourthfourth, to cash collateralize all unexpired and undrawn Letters of Credit in accordance with Section 2.8.3.4; (v) fifth, to the indefeasible payment repayment or prepayment of all Obligations, in full such manner as Agent may determine in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonits discretion; and (evi) Fifthsixth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The proceeds After the occurrence of an Event of Default and the exercise of remedies provided for in Section 10.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 10.2(a)), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.16, be applied by Collateral the Administrative Agent in the following order: First, ratably, to pay Obligations in respect of any sale offees, collection from indemnities, expense reimbursements, and other amounts (including (x) Attorney Costs of the Administrative Agent or other realization upon all the Collateral Agent and (y) Protective Advances made by the Administrative Agent or its Affiliates or branches and any interest in respect thereof) then due to the Administrative Agent or the Collateral Agent or any part of its Affiliates or branches (other than in respect of Secured Hedge Agreements or Cash Management Obligations); Second, ratably, to pay any Obligations in respect of fees, indemnities, expense reimbursements, and other amounts (excluding principal, interest and Letter of Credit Fees owed to the Revolving Credit Lenders in their respective capacities as such) then due to the Revolving Credit Lenders and any Issuer (other than in respect of Secured Hedge Agreements or Cash Management Obligations); Third, ratably, to pay Obligations in respect of Letter of Credit Fees and interest due and payable in respect of the Collateral Revolving Credit Facility (other than to the extent interest is paid pursuant to clause First above, any Protective Advances); Fourth, ratably, to pay principal of any Swing Loans and, to the exercise by Collateral extent not paid pursuant to clause First above, of any Protective Advances; Fifth, ratably, to pay principal on the Loans (other than the Protective Advances, Swing Loans and FILO Loans) and unreimbursed Letter of Credit Borrowings; Sixth, to pay an amount to the Administrative Agent of its remedies, or otherwise received after acceleration equal to 103% of the Letter of Credit Obligations on such date, to be held in the Concentration Account as Cash Collateral for such Obligations; Seventh, ratably, to pay any Obligations in respect of fees, indemnities, expense reimbursements, and other amounts (excluding principal and interest owed to the FILO Lenders in their respective capacities as such) then due to the FILO Lenders; Eighth, ratably, to pay Obligations in respect of interest due and payable in respect of the FILO Facility; ▇▇▇▇▇, ratably, to pay principal on the FILO Loans; Tenth, shall be appliedratably, to pay outstanding Obligations in full or in part, together with respect of Secured Hedge Agreements and Cash Management Obligations provided by any other sums then held by Collateral Agent pursuant Secured Party and for which an Availability Reserve has been implemented and is in effect; Eleventh, ratably, to this Agreementpay any remaining outstanding Obligations in respect of Secured Hedge Agreements and Cash Management Obligations due to any Secured Party; Twelfth, promptly by Collateral Agent as follows: (a) Firstratably, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or any other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant Obligation due to the provisions Secured Parties; and Thirteenth, after all of any Credit Document; (b) Secondthe Obligations have been paid in full, to the payment Borrowers or as the Borrowers shall direct or as otherwise required by Law. Subject to Sections 2.4, 2.16, 8.12 and 10.5, amounts used to Cash Collateralize the aggregate undrawn amount of all other reasonable costs and expenses Letters of such sale, collection or other realization and of any receiver of any part of the Collateral appointed Credit pursuant to the applicable Security Documents including compensation clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balanceObligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyBorrowers. Notwithstanding the foregoing, Obligations arising under if sufficient funds are not available to fund all payments to be made in respect of any Secured Cash Management Agreements and Credit Swap Contracts Obligation described in any of clauses First through Twelfth above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be excluded allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent’s, the Collateral Agent’s and each applicable Lender’s or Issuer’s interest in the aggregate outstanding Secured Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata until such Protective Advances and Swing Loans are paid in full and then to repay the Loans. The order of priority set forth in clauses First through Twelfth above may at any time and from time to time be changed by the application described agreement of all Lenders without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses First through Twelfth above if may be changed only with the prior written consent of the Administrative Agent has in addition to that of all Lenders. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received written notice thereoffrom such Loan Party, together but appropriate adjustments shall be made with such supporting documentation as Administrative Agent may request, respect to payments from other Loan Parties to preserve the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant allocation to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations otherwise set forth above in this Section.

Application of Proceeds. The All cash proceeds received by Collateral the Administrative Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Collateral pursuant may, in the discretion of the Administrative Agent, be held, to the exercise extent permitted under applicable law, by Collateral the Administrative Agent of its remediesas additional collateral security for, or otherwise received then or at any time thereafter be applied (after acceleration payment of any amounts payable to the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Administrative Agent pursuant to this AgreementSections 11.3 and 11.4 of the Credit Agreement and Section 6.4 below) in whole or in part by the Administrative Agent against, promptly by Collateral Agent as followsall or any part of the Secured Obligations in the following order: (a) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and Taxes the expenses of such sale, collection sale or other realization including reasonable compensation to the Administrative Agent and Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances incurred or made or incurred by the Administrative Agent or Collateral Agent in connection therewith therewith, and all amounts any other unreimbursed expenses for which the Administrative Agent or Collateral Agent, as applicable is entitled to indemnification be reimbursed pursuant to Sections 11.3 and 11.4 of the provisions of any Credit DocumentAgreement or Section 6.4 hereof and unpaid fees owing to the Administrative Agent under the Credit Agreement; (b) Secondsecond, to the ratable payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of accrued but unpaid interest on the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithLoans; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible ratable (i) payment in full in cashof unpaid principal of the Loans under the Credit Agreement, pro rata, (ii) reduction of interest and other amounts constituting Obligations "credit exposure" under Rate Protection Agreements (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably "credit exposure" being determined at such time in accordance with the respective amounts thereof then due customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements), and owing(iii) cash collateralization of Letter of Credit Outstandings; (d) Fourthfourth, to the indefeasible ratable payment in full in cash, pro rata, of principal amount of all other amounts payable by the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments Obligors under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Credit Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anyfifth, to the Person lawfully entitled thereto (including ratable payment of all other Secured Obligations owing under any Loan Document, and then to be held as additional collateral security until the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directTermination Date, until all Secured Obligations shall have been paid in full. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as The Administrative Agent may requestmake distributions hereunder in cash or in kind or, from the applicable Cash Management Bank on a ratable basis, in any combination thereof. Any surplus of such cash or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated cash proceeds held by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and remaining after payment in full of all the Collateral Agent pursuant Secured Obligations, and the termination of all Commitments, shall be paid over to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoPledgor or to whomsoever may be lawfully entitled to receive such surplus.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.3, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof; (b) Second, for application by it towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred Obligations then held by the other Secured Parties in connection therewith;Parties; and (c) Third, without duplication any balance of amounts applied pursuant to clauses (a) and (b) above, to such proceeds remaining after all of the indefeasible Obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations be paid over to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in or upon the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent shall apply the proceeds received by Collateral Agent in respect of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment in full of all reasonable and documented or invoiced out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and expenses incurred by the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, as the case may be, including all reasonable and documented or invoiced out-of-pocket court costs and fees and expenses of its agents and fees, charges and disbursements of legal counsel payable under this Agreement and in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, as the case may be, the repayment of all amounts for which advances made by the Collateral Agent and Administrative Agent hereunder or Collateral Agentunder any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case to the extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondapplicable; SECOND, to the payment in full of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principalSecured Swap Obligations, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements Obligations and Swap Contracts Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including fees, charges and disbursements of counsel to the respective Secured Parties arising under the Loan Documents and amounts payable under Sections 2.17 and 2.23 of this Agreement), ratably among the Secured Parties in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to the payment in full of that constitute portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations (as defined other than Secured Swap Obligations and Secured Cash Management Obligations) arising under the Loan Documents, ratably among the Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owing; (d) Fourthdescribed in this clause THIRD payable to them; FOURTH, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Secured Obligations constituting unpaid principal of the Loans and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakageSecured Swap Obligations, termination or other payments under Obligations arising under Secured Cash Management Agreements Obligations and Other Secured Obligations, ratably among the Lenders and the counterparties referred to in the definitions of Secured Swap Contracts that constitute Obligations, Secured Cash Management Obligations and Other Secured Obligations (as defined that are parties thereto in proportion to the Security Agreement) respective amounts described in this clause FOURTH payable to them; and any interest accrued thereon; and (e) FifthFIFTH, the balance, if any, after the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its Loan Parties, their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other Loan Parties to preserve the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party allocation to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoSecured Obligations otherwise set forth above.

Application of Proceeds. The (a) Subject to the terms of the Intercreditor Agreements, the 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 (including, without limitation, with respect to any Pledged Collateral or any Mortgaged Property) pursuant to the exercise by the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Security Document or in the Collateral Account, promptly by Collateral Agent against the Secured Obligations as follows: (ai) Firstfirst, to the payment of all reasonable pay incurred and unpaid out-of-pocket fees, costs and expenses, fees, commissions and Taxes penalties of such sale, collection or other realization including compensation and/or indemnification owed to Administrative Agent and the Collateral Agent and their respective agents the Trustee under this Agreement, the Indenture or any other Security Documents; (ii) second, to pay incurred and counselunpaid out-of-pocket fees, costs and all expenses, liabilities penalties of and/or indemnification owed to any Other Second-Priority Agent with respect to any Other Second-Priority Obligations under any Other Second-Priority Debt Documents (such payments to be applied on a pro rata basis amongst such Other Second-Priority Agents); (iii) third, to the extent proceeds remain after the application pursuant to the preceding clause, pro rata (based on the respective amounts of Secured Obligations described in subclauses (x) and advances made (y) below) to (x) the Trustee, based on the amount of Secured Obligations then outstanding under the Indenture and the Notes, for application as provided in the Indenture and (y) each Other Second-Priority Agent based on the amount of Secured Obligations then outstanding under the Other Second-Priority Agreement pursuant to which it is acting as such, for application as provided in such Other Second-Priority Agreement; and (iv) fourth, any balance remaining after the Secured Obligations then due and owing shall have been paid in full shall be paid over to the Pledgors or incurred by Administrative Agent or to whomsoever may be lawfully entitled to receive the same; provided that if the Collateral Agent decides, in connection therewith and all amounts for which Administrative Agent or Collateral Agentits sole discretion, as applicable that it cannot determine who is entitled to indemnification pursuant receive said proceeds, it may file a motion, with any court of competent jurisdiction, to interplead such proceeds, such proceeds to be reduced by the provisions fees, costs and expenses of any Credit Document;the Collateral Agent attributable to such motion. (b) In making the determination and allocations required by this Section 10.1, the Collateral Agent may conclusively rely upon information supplied by the Trustee and the applicable Other Second, -Priority Agent as to the payment fees, costs, expenses, penalties and/or indemnification owed to Trustee and to any Other Second-Priority Agent and by the Trustee as to amounts of all unpaid principal and interest and other reasonable costs amounts outstanding with respect to the Secured Obligations outstanding under the Indenture and expenses of by the Other Second-Priority Agent as to such sale, collection or other realization and of Other Second-Priority Obligations. The Collateral Agent shall have no liability to any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties for actions taken in connection therewith;reliance on such information. (c) ThirdIf, without duplication despite the provisions of amounts applied pursuant to clauses (a) and (b) abovethis Agreement, to any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably to which it is then entitled in accordance with the respective amounts thereof then due and owing; (d) Fourththis Agreement, to the indefeasible such Secured Party shall hold such payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under recovery in trust for the benefit of all Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Parties hereunder for distribution in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of accordance with this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto10.1.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under the Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingObligations; (d) Fourth, to Administrative Agent for the indefeasible payment in full in cash, pro rata, of principal amount account of the Obligations and any premium thereon (including reimbursement obligations in respect L/C Lenders, to Cash Collateralize that portion of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in comprised of the Security Agreement) and any interest accrued thereonaggregate undrawn amount of Letters of Credit; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds Subject to the terms of any ABL/Term Loan Intercreditor Agreement, any amount received by Collateral the Administrative Agent in respect from any Credit Party (or from proceeds of any sale of, collection from Collateral) during the continuance of a Cash Dominion Period or other realization upon all or following any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, Obligations under this Agreement or any Event of Default with respect to any Borrower under Section 12.5 shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewith 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 amounts for which Protective Advances and any other advances made by the Administrative Agent hereunder or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions under any other Credit Document on behalf of any Credit DocumentParty and any other Obligations owing to, and reasonable and documented costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (b) Secondsecond, to the payment of all other reasonable and documented costs and or expenses of such sale, collection or other realization and of incurred by any receiver of any part of the Collateral appointed pursuant Lender to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithextent reimbursable hereunder; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to payment of all accrued unpaid interest on the indefeasible payment in full in cashObligations and Fees owed to the Administrative Agent, pro ratathe Lenders, and the Letter of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingCredit Issuer; (d) Fourthfourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (other than Secured Cash Management Obligations, Secured Bank Product Obligations and Secured Hedge Obligations, including without limitation, any premium thereon (including reimbursement obligations in respect of L/C Liabilities Unpaid Drawings and obligations amounts necessary to Cash Collateralize L/C Liabilities) all Letters of Credit Outstanding and any breakageoutstanding Banker’s Acceptances and BA Equivalent Notes on the date of any payment, termination or and to the payment of any Obligations under any Designated Secured Bank Product/Hedge Agreements, which the Administrative Agent has acknowledged is subject to this clause (d); (e) fifth, to payment of any other payments under Obligations arising under Obligations, including Secured Cash Management Agreements and Swap Contracts that constitute Obligations, any Secured Bank Product Obligations (as defined in the Security Agreement) and any interest accrued thereonSecured Hedge Obligations; and (ef) Fifthsixth, the balance, if any, any surplus then remaining shall be paid to the Person lawfully entitled thereto (including the applicable Credit Party Parties or its their successors or assigns) assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. In the event ; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimbursement of Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such proceeds are insufficient to pay Letters of Credit shall be applied by the Administrative Agent in full the items described order specified in clauses (a) through (cf) above. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, (ii) each of this Section 11.02the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses (b) through (e) above, and (iii) amounts applied to the Credit Parties principal of any Loans shall remain liablebe applied first, jointly to outstanding Swingline Loans and severallysecond, for any deficiencyto outstanding Revolving Loans. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to Obligations arising under Secured Cash Management Agreements and Credit that are Excluded Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant agree, as among such parties, as follows: subject to the terms of Article XII hereof the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent, sixth, to pay obligations under Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for itself distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and its Affiliates applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as if a “Lender” party heretoapplicable.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale ofsale, collection from disposition or other realization upon enforcement of Credit Agent's security interest in all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held applied by Collateral Agent pursuant to this Agreement, promptly by Collateral Credit Agent as follows: (a) In the case of the proceeds of Other Eligible Assets (excluding Servicing Contracts) and related collateral: First, to the payment of all reasonable the costs and expenses, fees, commissions and Taxes expenses of such salesale or enforcement, collection or other realization including reasonable compensation to Administrative Agent and Collateral Agent and their respective Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral on behalf of Credit Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) therewith; Second, to the payment of all other reasonable the costs and expenses of such salesale or enforcement, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including reasonable compensation to the other Secured Parties and their Lenders' agents and counsel counsel, and all costsexpenses, liabilities and advances made or incurred by the other Secured Parties or on behalf of any Lender in connection therewith; (c) ; Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashLenders holding Warehousing Advances against Other Eligible Assets, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably rata in accordance with the respective amounts thereof then due amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect to such Warehousing Advances, until such interest and owing; (d) fees are paid in full; Fourth, to the indefeasible payment in full in cashLenders holding Warehousing Advances against Other Eligible Assets, pro ratarata in accordance with their respective Percentage Shares, until the principal amounts of principal amount of all such Warehousing Advances outstanding are paid in full; Fifth, to Lenders, for application to the Obligations and any premium thereon (including reimbursement obligations owed to each of them in respect of L/C Liabilities other Warehousing Advances and obligations to Cash Collateralize L/C LiabilitiesTerm Loan Advances, as set forth in clauses Fifth and Sixth of Section 11.3(b) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements clauses Third and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) Fourth of Section 11.3(c); and any interest accrued thereon; and (e) Fifth, the balance, if anySixth, to the Person lawfully entitled thereto (including remaining Obligations; and Finally, to the applicable Credit Party payment to Borrowers, or its to their successors or assigns) , or as a court of competent jurisdiction may direct. , of any surplus then remaining from such proceeds. (b) In the event that case of the proceeds of Eligible Loans and related Collateral: First, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of Credit Agent in connection therewith; Second, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to the Lenders' agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of any Lender in connection therewith; Third, to RFC, in an amount equal to the amount of accrued interest or Balance Deficiency Fees owed to RFC in respect of Swingline Advances, until paid in full; Fourth, to RFC until the principal amount of all Swingline Advances outstanding are paid in full; Fifth, to Lenders holding Warehousing Advances against Eligible Loans, pro rata in accordance with the amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect to Warehousing Advances, until such interest and fees are paid in full; Sixth, to Lenders holding Warehousing Advances against Eligible Loans, pro rata in accordance with their respective Percentage Shares, until the principal amounts of all Warehousing Advances outstanding are paid in full; Seventh, to Lenders holding Warehousing Advances, pro rata in accordance with their respective Percentage Shares, until all fees and other Obligations accrued by or due each Lender and Credit Agent are paid in full; Eighth, to Lenders, for application to the Obligations owed to each of them in respect of other Warehousing Advances and Term Loan Advances, as set forth in clauses Third and Fourth of Section 10.3(a) and clauses Third and Fourth of Section 10.3(c); and Ninth, to the remaining Obligations; and Finally, to the payment to Borrowers, or to their successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (c) In the case of the proceeds of the Servicing Contracts: First, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of Credit Agent in connection therewith; Second, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to the Lenders' agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of any Lender in connection therewith; Third, to Lenders holding Term Loan Advances, pro rata in accordance with the amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect of Term Loan Advances until such interest and fees are paid in full; Fourth, to Lenders holding Term Loan Advances, pro rata in accordance with their respective Percentage Shares, until the principal amount of all Term Loan Advances outstanding are paid in full; Fifth, to Lenders holding Term Loan Advances, pro rata in accordance with their respective Percentage Shares, until all fees and other Obligations accrued by or due each Lender and Credit Agent are paid in full; Sixth, to Lenders, for application to the Obligations owed to each of them in respect of Warehousing Advances outstanding against Other Eligible Assets, as set forth in clauses Third and Fourth of Section 8.3(a) hereof; Seventh, to the Lenders, for application to the Obligations owed to each of them in respect of Swingline Advances and Warehousing Advances outstanding against Eligible Loans, as set forth in clauses Third, Fourth, Fifth, Sixth and Seventh of Section 8.3(b) hereof; and Eighth, to the remaining Obligations; and Finally, to the payment to Borrowers, or to their successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (d) If the proceeds of any such proceeds sale, disposition or other enforcement are insufficient to pay cover the costs and expenses of such sale, as aforesaid, and the payment in full the items described in clauses (a) through (c) of this Section 11.02all Obligations, the Credit Parties Borrowers shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Notwithstanding any other provisions of the Loan Documents to the contrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of proceeds constituting Collateral in payment of the Secured Obligations in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral pursuant Agent, in its capacity as such, under this Agreement and the other Loan Documents; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the exercise by Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of its remediessuch fees, or otherwise received after acceleration indemnities, expenses and other amounts then due and owing and remaining unpaid to the Collateral Agent and any Senior Notes Indenture Trustee; Third, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the LoansSecured Obligations constituting fees, shall be appliedindemnities and other amounts (other than principal and interest, in full Term Loan Credit Agreement Additional Obligations, and Revolving Credit Agreement Additional Obligations), ratably among the Secured Parties according to the amounts of such fees, indemnities and other amounts then due and owing and remaining unpaid to the Secured Parties; Fourth, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on or in partrespect of the Secured Obligations (other than any such accrued or unpaid interest on or in respect of the Term Loan Credit Agreement Additional Obligations or the Revolving Credit Agreement Additional Obligations), together with any other sums ratably among the Secured Parties according to the amounts of such accrued and unpaid interest then held due and owing and remaining unpaid to the Secured Parties; Fifth, to the Collateral Agent, for application by the Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: payment of that portion of the Secured Obligations constituting (a) Firstunpaid principal on or in respect of the Secured Obligations, (b) Term Loan Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the Secured Parties according to the amounts of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to the Secured Parties; Sixth, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled for application by the Collateral Agent to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs Secured Obligations and expenses of such sale, collection or other realization obligations which shall have become due and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties payable and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied not repaid pursuant to clauses (a) and (b) First through Fifth above, ratably among the Secured Parties according to the indefeasible payment in full in cash, pro rata, amount of interest the Secured Obligations and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing and remaining unpaid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations Secured Parties; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthSeventh, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Company or as a court of competent jurisdiction may directotherwise required by law. In the event that any such proceeds are insufficient to pay Notwithstanding anything set forth in full the items described in clauses this Section 4.04, (a) through (c) of Excluded Swap Obligations with respect to any Grantor shall not be paid with amounts received from such Grantor or its assets, but appropriate adjustments shall be made with respect to payments from other Grantors to preserve the allocation to the Secured Obligations otherwise contemplated by this Section 11.024.04, the and (b) Term Loan Credit Parties shall remain liable, jointly Agreement Additional Obligations and severally, for any deficiency. Notwithstanding the foregoing, Revolving Credit Agreement Additional Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above in this Section 4.04 if Administrative the Collateral Agent has not received written notice thereofof such obligations as required pursuant to the Loan Documents, together with such supporting documentation as Administrative the Collateral Agent may request. In making the determination and allocations required by this Section 4.04, from the applicable Cash Management Bank or Swap Providerwith respect to any Senior Notes Indenture, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the terms amounts of Article XII hereof unpaid principal and interest and other amounts outstanding with respect to the Senior Notes Indenture Obligations with respect to such Senior Notes Indenture, and, in each case, the Collateral Agent shall have no liability to any of the Secured Parties for itself actions taken in reliance on such information. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 4.04. By accepting the benefits of this Agreement, each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of all the Secured Parties as provided in this Agreement, or the equal and its Affiliates as if a “Lender” party heretoratable sharing of any such Lien.

Application of Proceeds. The proceeds Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of any Intercreditor Agreement, any Other Intercreditor Agreement and any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and subject to any application of any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by any Intercreditor Agreement, any Other Intercreditor Agreement and any Intercreditor Agreement Supplement): (1) first, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (2) second, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents; (3) third, to pay (on a ratable basis) to the applicable Issuing Lender with respect to a Letter of Credit, any L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid by the applicable Borrower, provided that the Collateral Agent on behalf of the Secured Parties shall be subrogated to the rights of such Issuing Lender against such L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedge Agreements and Bank Products Agreements secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in respect a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of any sale ofCredit and (y) then, collection from or following the expiration of all Letters of Credit, to all other realization upon all or any part obligations of the Collateral types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to the exercise by Collateral Agent of its remediesclause “fifth” are insufficient to pay all obligations described therein in full, or otherwise received after acceleration of the Loans, such moneys shall be appliedallocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in full any new classes or in part, together with any other sums then held by Collateral Agent tranches of loans added pursuant to this AgreementSections 2.9, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs 2.10 and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent2.11, as applicable is entitled to indemnification pursuant to applicable. Notwithstanding the provisions of any Credit Document; (b) Secondforegoing, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Excluded Obligations (as defined in the Security Guarantee and Collateral Agreement) and with respect to any interest accrued thereon, in each case equally and ratably in accordance Guarantor shall not be paid with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party received from such Guarantor or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any assets and such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the disregarded in any application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent Collection Amounts pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretopreceding paragraph.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect from the exercise of any sale of, collection from or other realization upon all or any part of remedy by the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in partsubject to the provisions of Section 2.10 with respect to any Defaulting Lender, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and any premium thereon (including reimbursement payment obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments then owing under Obligations arising under Secured Cash Management Lender Provided Hedge Agreements and Swap Contracts that constitute Secured Obligations (as defined in Lender Bank Products, ratably among the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balanceIssuing Lender, if anyand the Lenders or Affiliates of Lenders which provide Lender Provided Hedge Agreements and Lender Bank Products, in proportion to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items respective amounts described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated clause Fourth held by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.them;

Application of Proceeds. The proceeds received by Subject to the terms of any applicable Intercreditor Agreement or agreement among lenders, as applicable, the Collateral Agent in respect shall apply the proceeds of any collection or sale ofof Collateral, collection from or including any Collateral consisting of cash (and any other realization upon all or any part amounts received on account of the Collateral pursuant Secured Obligations after the exercise of remedies provided for in Section 7.01 (or after an actual or deemed entry of an order for relief with respect to the exercise by Collateral Agent of its remediesBorrower under any Debtor Relief Law)), or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, that portion of the Secured Obligations constituting fees, commissions indemnities, expenses and Taxes other amounts (including fees, disbursements and other charges of such salecounsel payable under Section 9.03, collection amounts payable under the Fee Letter and amounts owing in respect of (x) the preservation of Collateral or the Collateral Agent’s security interest in the Collateral or (y) with respect to enforcing or exercising any right or remedy of the Secured Parties hereunder or under any other realization including compensation Loan Document) payable to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, their respective capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondsuch; SECOND, to the payment in full of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by Obligations (the other amounts so applied to be distributed among the Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably rata in accordance with the respective amounts thereof then due of such Secured Obligations owed to them on the date of any such distribution); provided that such payment shall be applied (a) first, to the portion of such Secured Obligations constituting accrued and owing; unpaid fees, prepayment premiums, expenses and indemnities owing to the Lenders, (b) second, to the portion of such Secured Obligations constituting accrued and unpaid interest in respect of the Loans and the LC Disbursements, (c) third, ratably to the portion of Secured Obligations constituting (i) unpaid principal of the Loans, unreimbursed LC Disbursements and for the account of the applicable Issuing Bank to cash collateralize the portion of the Secured Obligations comprised of the aggregate undrawn amount of Letters of Credit and (ii) Secured Cash Management Obligations and Secured Swap Obligations, and (d) Fourthfourth, to all other Secured Obligations; THIRD, to any agent of any junior secured debt, in accordance with any applicable Intercreditor Agreement; and FOURTH, to the indefeasible payment in full in cashLoan Parties, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 11.02sale granted by statute or under a judicial proceeding), the Credit receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties shall remain liable, jointly for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and severally, for any deficiencyinterest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, Excluded Swap Obligations arising under with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above. Secured Cash Management Agreements Obligations and Credit Secured Swap Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable provider of such Secured Cash Management Bank Obligations or Secured Swap Provider, as the case may beObligations. Each provider of such Secured Cash Management Bank Obligations or Secured Swap Provider Obligations not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral Agent in respect After the occurrence of any sale of, collection from or other realization upon all or any part an Event of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after Default and acceleration of the LoansObligations, all proceeds realized from any Borrower or on account of any Collateral shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) First: 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, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by Administrative Agent or Collateral the Agent in connection therewith with such collection or sale or otherwise in connection with this Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all amounts for which Administrative advances made by the Agent hereunder or Collateral Agentunder 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, as applicable is entitled to indemnification pursuant under any other Loan Document; SECOND, to the provisions payment of any 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 Document; (b) SecondOutstandings up to 105% thereof; SIXTH, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Obligations of the Collateral appointed pursuant to Borrowers and Facility Guarantors set forth in clause (c)(i) of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication definition of amounts applied pursuant to clauses (a) and (b) aboveObligations; SEVENTH, to the indefeasible payment of all Obligations of the Borrowers and Facility Guarantors set forth in full in cash, pro rata, clause (c)(ii) of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect the definition of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) FourthObligations; [and] EIGHTH, to the indefeasible payment in full in cash, pro rata, of principal amount all Obligations of the Obligations and any premium thereon Foreign Subsidiaries set forth in clause (including reimbursement obligations in respect c)(ii) of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereondefinition of Obligations; and (e) Fifth, the balance, if anyTENTH, to the Person lawfully entitled thereto (including the applicable Credit Party or its Borrowers, their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Borrower or Facility Guarantor shall not be paid with amounts received from such Borrower or Facility 101[101] Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other [Loan Parties]Borrowers to preserve the application described allocation to Obligations otherwise set forth above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to in this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoSection.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant agree, as among such parties, as follows: subject to the terms of Article XII hereof the ABL/Term Loan Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Parent Borrower pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which are secured under the Security Documents or otherwise, sixth, to pay obligations under Cash Management Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above) and Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) permitted hereunder and secured by the Guarantee and Collateral Agreement and seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for itself distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and its Affiliates applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as if a “Lender” party heretoapplicable.

Application of Proceeds. The After the occurrence of an Event of Default and acceleration of the Obligations as herein provided, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral and of property of Persons other than the Credit Parties securing the Obligations and collections from each Guaranty shall be applied by the Agent to payment of the Obligations in the following order, unless a court of competent jurisdiction shall otherwise direct: (i) FIRST, to payment of all costs and expenses of the Agent, each L/C Issuer and the Lenders incurred in connection with the preservation, collection and enforcement of the Obligations or any Guaranties, or of any of the Liens granted to the Agent pursuant to the exercise Security Documents or otherwise, including, without limitation, any amounts advanced by Collateral the Agent or the Lenders to protect or preserve the Collateral; (ii) SECOND, to payment of its remedies, or otherwise received after acceleration that portion of the LoansObligations constituting accrued and unpaid interest and fees and indemnities payable under Sections 2, 2A and 3 hereof, ratably amongst the Agent, each L/C Issuer and the Lenders in accordance with the proportion which the accrued interest and fees and indemnities payable under Sections 2, 2A and 3 hereof constituting the Obligations owing to the Agent, each L/C Issuer and each such Lender at such time bears to the aggregate amount of accrued interest and fees and indemnities payable under Sections 2, 2A and 3 hereof constituting the Obligations owing to the Agent, each L/C Issuer and all of the Lenders at such time until such interest, fees and indemnities shall be applied, paid in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:full; (aiii) FirstTHIRD, to the Agent in an amount equal to the then aggregate contingent Letter of Credit Obligations (to the extent that such obligations exceed Letter of Credit Cash Collateral securing the payment of all reasonable costs and expenses, fees, commissions and Taxes same) to be held by the Agent for the payment of such sale, collection or other realization including compensation to Administrative Agent Letter of Credit Obligations when and Collateral Agent if due and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentpayable; (biv) SecondFOURTH, to payment of the principal of the Obligations (which shall exclude all contingent Letter of Credit Obligations and shall include all the other unpaid Letter of Credit Obligations), ratably amongst the Lenders and each L/C Issuer in accordance with the proportion which the principal amount of such Obligations owing to each such Lender and L/C Issuer bears to the aggregate principal amount of such Obligations owing to all of such Lenders and L/C Issuers until such principal of such Obligations shall be paid in full; (v) FIFTH, to the payment of all other reasonable costs and expenses of such saleObligations, collection or other realization and of any receiver of any part of ratably amongst the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Lenders in accordance with the respective amounts thereof then due and owing; (d) Fourth, proportion which the amount of such other Obligations owing to each such Lender bears to the indefeasible payment in full in cash, pro rata, of aggregate principal amount of such other Obligations owing to all of the Lenders until such other Obligations shall be paid in full; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and100 (evi) FifthSIXTH, the balance, if any, after all of the Obligations has been satisfied, shall, except as otherwise provided in the Security Documents, be deposited by the Agent in an operating account of the Borrowers with the Agent designated by the Borrowers, or paid over to the such other Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or Persons as a court of competent jurisdiction may directbe required by law. In the event that any the amount of monies received by the Agent under clause (iii) above with respect to a Letter of Credit for which there are contingent Letter of Credit Obligations at the time of the Agent's receipt of such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereofmonies shall, together with any Letter of Credit Cash Collateral securing such supporting documentation as Administrative Agent may requestcontingent Letter of Credit Obligations which is not securing other Lenders Debt, from exceed the amount of actual payments the applicable L/C Issuer shall have made with respect to such Letter of Credit after the Agent's receipt of such monies, which determination shall be made after such Letter of Credit has been terminated or has expired, then the Agent shall apply such excess monies and Letter of Credit Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to Collateral in accordance with this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoSection 10.5.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) FirstSubject to the last sentence of this Section 3.5(a), to Sections 3.9(d) and 7.6 and to the rights of holders of Liens which, under each of the Parity Lien Security Documents, are permitted to be incurred on a priority basis to the Parity Liens, if any Collateral is sold or otherwise realized upon by the Applicable Controlling Agent in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee or the other Applicable Controlling Agent in the Collateral Trust Security Documents or other Parity Lien Security Documents, as applicable, the proceeds (including any such proceeds that comprise proceeds of any title or other insurance policy) received by the Collateral Trustee or other Applicable Controlling Agent, as applicable, from such foreclosure, collection or other enforcement of Liens (whether or not such foreclosure, collection or other enforcement is made by the Collateral Trustee or other Applicable Controlling Agent) and any distributions under the ABL Intercreditor Agreement received by the Collateral Trustee or other Applicable Controlling Agent, as applicable, will be distributed by the Collateral Trustee or other Applicable Controlling Agent, as applicable, in the following order of application: FIRST, ratably to the payment of all amounts payable under this Agreement, the Collateral Trust Debt Documents and the other Parity Lien Documents on account of the trustee's, the Collateral Trustee's, each Collateral Trust Representative's, the Credit Agreement Collateral Agent's and the Applicable Controlling Agent's fees and any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent any of them or any co-trustee or agent of the Collateral Trustee or the Applicable Controlling Agent in connection therewith and all amounts for which Administrative Agent with any Collateral Trust Security Document or Collateral Agentother Parity Lien Security Documents (including, as applicable is entitled to but not limited to, indemnification pursuant obligations); SECOND, to the provisions of any Credit Document; (b) Secondrespective Parity Lien Representatives, Hedge Providers and Cash Management Providers, equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other reasonable costs Parity Lien Obligations that are then due and expenses of payable in such sale, collection or 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 realization Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any receiver 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 claim in such proceeding, and including the discharge or cash collateralization (at the lower of any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and Parity Lien Document) of all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication outstanding letters of amounts applied pursuant to clauses (a) and (b) abovecredit constituting Parity Lien Debt); THIRD, to the indefeasible respective Junior Lien Representatives equally and ratably 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, 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 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 FOURTH, any surplus remaining after the payment in full in cash, pro rata, cash of interest and other the amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cashapplicable Pledgor, pro rataas the case may be, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, (x) with respect to any Collateral for which a third party (other than a Parity Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Parity Lien Debt but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Parity Lien Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be excluded deducted on a ratable basis solely from the application described above if Administrative Collateral or proceeds to be distributed in respect of the Series of Parity Lien Obligations with respect to which such Impairment exists And (y) as provided in Section 2.3(b), the amount of Parity Lien Obligations to be paid pursuant to this Section 3.5 prior to any distributions in respect of Junior Lien Obligations shall not exceed the Maximum Senior Lien Amount then in effect (it being understood that any such payments in excess of such amount shall be paid prior to any distributions under clause FOURTH above. (b) If any Junior Lien Representative or any Junior Lien Secured Party collects or receives any proceeds of such foreclosure, collection or other enforcement (including any such proceeds that comprise proceeds of any title or other insurance policy) that should have been applied to the payment of the Parity Lien Obligations in accordance with Section 3.5(a) or to Priority Lien Obligations in accordance with the ABL Intercreditor Agreement, whether before or after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such Junior Lien Secured Party, as the case may be, will forthwith deliver the same to the Applicable Controlling Agent has not received written notice thereoffor the account of the Parity Lien Secured Parties, together to be applied in accordance with such supporting documentation as Administrative Agent may request, from the provisions set forth in Section 3.5(a) or to the applicable Cash Management Bank or Swap Providerrepresentative under the ABL Intercreditor Agreement, as the case may be. Each Cash Management Bank Until so delivered, such proceeds will be held by that Junior Lien Representative or Swap Provider that Junior Lien Secured Party, as the case may be, in trust for the benefit of the Parity Lien Secured Parties, subject to Section 7.6. For the avoidance of doubt, these provisions will not apply to payments received by any Junior Lien Secured Party if such payments are not proceeds of, or the result of a realization upon, Collateral. (c) If any Parity Lien Representative or any Parity Lien Secured Party collects or receives any proceeds (including any such proceeds that comprise proceeds of title or other insurance) of such foreclosure, collection or other enforcement that should have been applied to the payment of all the Parity Lien Obligations in accordance with Section 3.5(a) or to Priority Lien Obligations in accordance with the ABL Intercreditor Agreement, whether before or after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Parity Lien Representative or such Parity Lien Secured Party, as the case may be, will forthwith deliver the same to the Applicable Controlling Agent for the account of all the Parity Lien Secured Parties, to be applied in accordance with the provisions set forth in Section 3.5(a) or to the Priority Lien Agent, as the case may be. Until so delivered, such proceeds will be held by that Parity Lien Representative or that Parity Lien Secured Party, as the case may be, in trust for the benefit of the Parity Lien Secured Parties, subject to Section 7.6. For the avoidance of doubt, these provisions will not apply to payments received by any Collateral Trust Parity Lien Secured Party if such payments are not proceeds of, or the result of a realization upon, Collateral. (d) The provisions of this Section 3.5 are intended for the benefit of, and will be enforceable as a third party to this Agreement that has given the notice contemplated by the preceding sentence shallbeneficiary by, by such noticeeach present and future Parity Lien Secured Party, be deemed to have acknowledged each present and accepted the appointment of Administrative Agent future Parity Lien Representative and the Collateral Agent Trustee. (e) In connection with the application of proceeds pursuant to Section 3.5(a) (except, in the terms case of Article XII hereof the Collateral Trustee, as otherwise directed by an Act of Required Collateral Trust Holders), the Applicable Controlling Agent may sell any non-cash proceeds for itself cash prior to the application of the proceeds thereof. (f) In making the determinations and allocations in accordance with Section 3.5(a), the Applicable Controlling Agent may conclusively rely upon information supplied by the relevant Secured Debt Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its Affiliates Secured Obligations and upon information supplied by the relevant Hedge Provider or Cash Management Provider as if a to the amount of any “Lendersettlement amount” party hereto(or similar term) of any Hedge Agreements or Cash Management Obligations included in the Parity Lien Obligations.

Application of Proceeds. The Following the occurrence of an Event of Default (as defined in the Intercreditor Agreement), the proceeds received by Collateral Agent in respect of any collection, sale of, collection from or other realization upon of all or any part of the Collateral pursuant to the exercise Security Documents and any other cash at the time of such collection, sale or other realization held by the Collateral Agent of its remedies, under the Security Documents or otherwise received after acceleration of the Loansthis Article 4, shall be applied, in full or in part, together with any other sums then held applied by the Collateral Agent pursuant in the following order or --------- priority and, with the exception of Clause (1) below, shall be based upon information furnished to this Agreement, promptly by the Collateral Agent as followsby the appropriate Secured Party: (a1) Firstfirst, to the payment of (a) all reasonable costs and expensesexpenses ----- relating to the sale of the Senior Collateral and the collection of all amounts owing hereunder, feesincluding attorneys' fees and disbursements and the reasonable compensation of the Collateral Agent, commissions and Taxes of such sale, collection or other realization including compensation to the Administrative Agent and Collateral the Intercreditor Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, in each case, whether arising hereunder or under the other Senior Security Documents or other Financing Documents, (b) all charges, expenses and all amounts for which Administrative Agent advances incurred or made by the Collateral Agent, as applicable is entitled the Administrative Agent and the Intercreditor Agent in order to indemnification pursuant to protect the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Liens of the Collateral appointed pursuant to the applicable Senior Security Documents including compensation to or the other Secured Parties security afforded thereby, and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to all liabilities (including those specified in clauses (a) and (b) immediately above) incurred by the Collateral Agent, the Administrative Agent and the Intercreditor Agent, regardless of whether such liabilities arise out of the sale of Senior Collateral or the collection of amounts owing hereunder, which are covered by the indemnity provisions of this Agreement or the other Senior Security Documents or other Financing Documents, together with interest thereon at the rate per annum equal the Post Default Rate, computed on the basis of the actual number of days elapsed and a year of 360 days; (2) second, to the indefeasible payment of accrued and unpaid interest on interest ------ that became overdue on the Senior Secured Obligations, ratably, in full an amount necessary to make the respective Senior Secured Parties current on interest on overdue interest due under the respective Financing Documents to the same proportionate extent as the other respective Senior Secured Parties are then current on interest on overdue interest due under the respective Financing Documents; (3) third, to the payment of accrued and unpaid interest on principal ----- of the Senior Secured Obligations, ratably, in cashan amount necessary to make the respective Senior Secured Parties current on interest on overdue principal due under the respective Financing Documents to the same proportionate extent as the other respective Senior Secured Parties are then current on interest on overdue principal due under the respective Financing Documents; (5) fifth, pro ratato the payment to each of the Senior Secured Parties of the ----- remaining principal, of premium (if any), interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Senior Secured Obligations (as defined in the Security Agreement) and owed to such Person hereunder or under any interest accrued thereonother Transaction Document, in each case equally and ratably pro rata in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute --- ---- Senior Secured Obligations (as defined owed to such Person, to be applied by each such Person in accordance with the Security Agreement) and any interest accrued thereonrespective Financing Documents pursuant to which such Senior Secured Obligations were incurred; and (e6) Fifth, the balance, if anyfinally, to the Person lawfully entitled thereto (including payment to the applicable Credit Party Issuer, or its successors or ------- assigns) , or as a court of competent jurisdiction may direct, of any surplus then remaining. In As used in this Article 4, "proceeds" of Collateral shall mean cash, securities --------- -------- and other property realized in respect of, and distributions in kind of, Collateral, including, without limitation, any cash, securities and other property received under any reorganization, liquidation or adjustment of Indebtedness of the event that Issuer or any such proceeds are insufficient to pay in full other issuer of or obligor on any of the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoCollateral.

Application of Proceeds. The On the Maturity Date (other than in the case of the Scheduled Maturity Date) and any Business Day designated by the Controlling Parties with at least two Business Days’ notice to the Facility Agent following the occurrence of an Acceleration Event, all proceeds received by Collateral Agent in respect of any sale ofCollateral will be applied to the Obligations in the following order of on each date or dates fixed by the Collateral Agent (at the direction of the Controlling Parties acting through the Facility Agent). In all other cases, collection from or other realization upon all or any part proceeds received in respect of the Collateral pursuant to will be applied in accordance with the exercise by Collateral Agent Priority of its remedies, or otherwise received after acceleration of the Loans, shall be applied, Payments specified in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:Section 9.1(a). (a) Firstto the payment of Taxes (but not including any accrued and unpaid Indemnified Taxes), any registration and filing fees then due and owing by the Borrower; (b) first, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator, the Custodian and U.S. Bank, as Securities Intermediary (including, in each case, without limitation, indemnity payments); and second, to the payment to the Facility Agent for all Administrative Expenses owing to the Facility Agent (including, without limitation, indemnity payments); (c) except if an Acceleration Event has occurred, unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Senior Collateral Management Fees in an amount not to exceed the accrued Senior Collateral Management Fees for one Due Period; (d) to the payment to the Senior Lenders (with respect to principal, ratably in proportion to the Senior Lenders’ respective Percentage Shares) of the Aggregate Senior Lender Termination Amount; (e) except if an Acceleration Event has occurred, unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Subordinated Collateral Management Fees in an amount not to exceed the accrued Subordinated Collateral Management Fees for one Due Period; (f) to the payment of Administrative Expenses (other than those paid under clause (b) above), in the order of priority set forth in the definition of “Administrative Expenses”; (g) to the payment of all reasonable costs amounts due to the Collateral Manager for any due and expensesunpaid Collateral Management Fees to the extent not paid under clauses (c) and (e) above (provided that, feesfor the avoidance of doubt, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and no waived Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification Management Fees shall be payable pursuant to the provisions of any Credit Document;this clause (g)); and (bh) Secondany remainder, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part equity of the Collateral appointed Borrower. If on any date that payments are made pursuant to this Section 6.4 the applicable Security Documents including compensation amount available to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied be paid pursuant to any of the foregoing clauses (a) through (h) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (h) above and (except as provided in subclauses “first” and “second” of clause (b) or as otherwise provided above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. The (a) (I) Subject to the terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes ABL Priority Collateral, to be applied in accordance with the provisions of this Agreement, the Pledgee under the Pledge Agreement or the collateral agent or mortgagee under such other Security Document) upon any sale or other disposition of the ABL Priority Collateral, together with all other moneys received by the Collateral Agent in respect of any sale ofhereunder (or, collection from or other realization upon all to the extent the Pledge Agreement or any part other Security Document requires proceeds of collateral thereunder, which constitutes ABL Priority Collateral, to be applied in accordance with the Collateral pursuant to provisions of this Agreement, the exercise by Collateral Agent of its remedies, Pledgee under the Pledge Agreement or otherwise received after acceleration of the Loanscollateral agent or mortgagee under such other Security Document) with respect thereto, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and amounts owing the Collateral Agent of the type described in clauses (iii), (iv) and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to (v) of the provisions definition of any Credit Document“Obligations”; (bii) Secondsecond, to the extent proceeds remain after the application pursuant to preceding clause (i), to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of amounts owing to any receiver of any part Agent of the Collateral appointed pursuant to type described in clause (vi) of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithdefinition of “Obligations”; (ciii) Thirdthird, without duplication of amounts applied to the extent proceeds remain after the application pursuant to preceding clauses (ai) and (b) aboveii), an amount equal to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting outstanding Primary Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Obligations) shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with (x) each Secured Creditor receiving an amount equal to its outstanding Primary Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured than Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security AgreementObligations) and any interest accrued thereon; and (e) Fifth, the balanceor, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the items described amount remaining to be distributed, (y) the amount received by any Lender Creditor in respect of Primary Obligations consisting of Credit Document Obligations pursuant to this clause (iii) to be applied in satisfaction of the Primary Obligations owing to such Lender Creditor by the Borrower and by the other Credit Parties; (iv) fourth, to the extent proceeds remain after the application pursuant to preceding clauses (ai) through (ciii), inclusive, an amount equal to the outstanding Secondary Obligations (other than Cash Management Obligations) shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations (other than Cash Management Obligations) or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of this Section 11.02the amount remaining to be distributed; (v) fifth, to the Credit Parties shall extent proceeds remain liableafter the application pursuant to preceding clauses (i) through (iv), jointly and severallyinclusive, for an amount equal to all Primary Obligations that are Cash Management Obligations owing to any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Bank shall be excluded from paid to the application described above if Administrative Agent has not received written notice thereof, together Secured Cash Management Banks as provided in Section 7.4(e) hereof with such supporting documentation as Administrative Agent may request, from the applicable each Secured Cash Management Bank or Swap Providerreceiving an amount equal to its outstanding Primary Obligations that are Cash Management Obligations or, as if the case may be. Each proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, an amount equal to all Secondary Obligations are Cash Management Obligations owing to any Secured Cash Management Bank or Swap Provider shall be paid to the Secured Cash Management Banks as provided in Section 7.4(e) hereof with each Secured Cash Management Bank receiving an amount equal to its Secondary Obligation are Cash Management Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; (vii) seventh, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vi), inclusive, if the TL Credit Document Obligations Termination Date has not a party theretofore occurred, amounts equal to the Term Obligations shall be paid to the Term Collateral Agent for application to the Term Obligations in accordance with sub-clauses third and fourth of Section 5.2(a) of the Intercreditor Agreement; and (viii) eighth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vii), inclusive, and following the termination of this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to Section 10.8(a) hereof, to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretorelevant Assignor or to whoever may be lawfully entitled to receive such surplus.

Application of Proceeds. The During a Default Scenario, Administrative Agent may, at any time at its election and notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of Proceeds constituting Collateral (together with the proceeds received by Collateral Agent in respect of any sale ofof , collection from or other realization upon all or any part of any property of Borrower, Holdings and any other Guarantor upon which a Lien in favor of the Collateral pursuant Administrative Agent is purported to be granted under any Security Document) turned over to, held by or realized through the exercise by Collateral Administrative Agent of its remediesremedies hereunder or under any other Loan Document, whether or otherwise received after acceleration not held in any Collateral Account, and any proceeds of the Loans, shall be appliedguaranty set forth in Section 2 (together with the proceeds of any guaranty under the Guaranty and Pledge Agreement and the Parent Guaranty), in full or payment of the Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection or other realization realization, including reasonable compensation to Administrative Agent and Collateral Agent and their respective its agents and counsel, and reimbursements for all other expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith (including as described in Section 6.5(a) hereof), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to or reimbursement hereunder or under the provisions other Loan Documents (in its capacity as Administrative Agent and not as a Lender) and all advances made by Administrative Agent hereunder or under the other Loan Documents for the account of any Credit Document; (b) Secondthe applicable Grantor, and to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made paid or incurred by the other Secured Parties Administrative Agent in connection therewith; (c) Thirdwith the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably all in accordance with the respective terms hereof or thereof; (ii) Second, to pay accrued interest on and then principal of any portion of (x) the Revolving Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such Lender or Borrower and (y) the amount of drawings honored by Issuing Bank under a Letter of Credit for which Issuing Bank has not then been reimbursed by any Lender or Borrower (plus accrued interest thereon); (iii) Third, to pay incurred and unpaid fees and expenses of the Secured Parties under the Loan Documents; (iv) Fourth, for application by it towards payment of amounts thereof then due and owingowing and remaining unpaid in respect of the Obligations, pro rata among the Lenders and Lender Counterparties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders and the Lender Counterparties; (dv) FourthFifth, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the indefeasible payment in full in cash, pro rata, of principal amount amounts of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in then held by the Security Agreement) and any interest accrued thereonLenders; and (evi) FifthSixth, any balance of such Proceeds remaining after the balance, if any, Discharge of the Obligations shall be paid over to the Person Borrower or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The From and after the date on which Agent has taken any action pursuant to this Section 8.2 and until all Obligations of Borrower have been indefeasibly paid in full, any and all proceeds received by Collateral Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAgent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to the payment of all reimburse Agent and Lenders for out-of-pocket costs, expenses and disbursements, including reasonable costs attorneys’ and paralegals’ fees and legal expenses, feesincurred by Agent or Lenders in connection with realizing on the Collateral or collection of any Obligations of Borrower under any of the Credit Documents, commissions including advances made by Lenders or any one of them or Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and Taxes of such salethe like and reasonable expenses incurred to sell or otherwise realize on, collection or prepare for sale or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counselon, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to any of the provisions of any Credit DocumentCollateral; (bii) Secondsecond, to past due fees and past due interest with respect to the payment of all other reasonable costs and expenses Revolving Credit Loans pro rata according to the aggregate amount of such sale, collection or other realization fees and of any receiver of any part of the Collateral appointed pursuant interest due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewitheach Lender; (ciii) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to past due principal of the indefeasible payment in full in cash, Revolving Credit Loans pro rata, rata according to the aggregate amount of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations such principal due to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingLender; (div) Fourthfourth, to other fees and interest with respect to the indefeasible payment in full in cash, Revolving Credit Loans pro rata, of principal rata according to the aggregate amount of such fees and interest payable to each Lender; (v) fifth, to other principal of the Revolving Credit Loans pro rata according to the aggregate amount of such principal payable to each Lender; (vi) sixth, to other Obligations and any premium thereon (including reimbursement obligations in respect due to Lenders hereunder or under the other Credit Documents pro rata according to the amounts of L/C Liabilities and obligations such other Obligations payable to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereoneach Lender; and (evii) Fifthseventh, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The proceeds received by (a) Subject to Section 2.3(b), the Collateral Agent in respect will apply the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or any part other Enforcement Action with respect to, any Collateral and the proceeds thereof, including the proceeds of any insurance policy or any condemnation proceeds, whether prior to or after the commencement of an Insolvency or Liquidation Proceeding or otherwise, and any other amounts required to be delivered to the Collateral Agent by any Grantor or any Priority Secured Party or Priority Representative with respect to the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to provision of this Agreement, promptly by Collateral Agent as follows: (a) Firstfor application in accordance with this Section 3.4(a), in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Agent’s and each Priority Representative’s ratable fees, expenses, indemnifications and any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization liabilities of any kind incurred by the Collateral Agent or the Priority Representative or any agent of the Collateral Agent or the Priority Representative in connection with any Security Document, including compensation but not limited to Administrative Agent and amounts necessary to provide for the expenses of the Collateral Agent and their respective agents the Priority Representative in maintaining and counseldisposing of the Collateral (including, but not limited to, indemnification payments and all expensesreimbursements); SECOND, liabilities equally and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant ratably to the provisions First-Out Representatives for application to all outstanding First-Out Obligations (including to cash collateralize letters of credit constituting First-Out Obligations), but reduced dollar for dollar by any existing cash collateral solely pledged in respect of any Credit Document; (b) Secondsuch First-Out Obligations, other than the Excess First-Out Obligations, that are then due and payable in such order as may be provided in the First-Out Documents in an amount sufficient to cause the Discharge of First-Out Obligations; THIRD, after the Discharge of First-Out Obligations, equally and ratably to the First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other reasonable costs First Lien Obligations that are then due and expenses of payable in such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to order as may be provided in the applicable Security First Lien Documents including compensation in an amount sufficient to cause the other Secured Parties and their agents and counsel and all costsDischarge of First Lien Obligations; FOURTH, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with to the respective amounts thereof First-Out Representatives for application to any Excess First-Out Obligations that are then due and owing; (d) Fourthpayable in such order as may be provided in the First-Out Documents in an amount sufficient to cause the Discharge of Excess First-Out Obligations; and FIFTH, subject to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon Junior Lien Intercreditor Agreement (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any), any surplus remaining after the Discharge of Priority Obligations will be paid to the Person lawfully entitled thereto (including Company or the applicable Credit Party or 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. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, if any Series of Priority Debt has released its Lien on any Collateral as described below in Section 4.1(a)(vi) or Section 4.4, then such Series of Priority Debt and any related Priority Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts of that Series of Priority Debt thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series of Priority Debt. For the avoidance of doubt, the Collateral Agent shall only apply proceeds in accordance with this Section 3.4 to the extent that such proceeds are actually received by the Collateral Agent. (b) If any portion of the proceeds of the Collateral is in the form of cash, then such cash shall be excluded from applied pursuant to the application described above if Administrative priorities set forth in this Section 3.4 before any non-cash proceeds are applied pursuant to the priorities set forth in this Section 3.4; provided that, irrespective of the terms of any Plan of Reorganization (including the confirmation of such Plan of Reorganization pursuant to Section 1129(b) of the Bankruptcy Code or the equivalent provision of any other Bankruptcy Laws), each of the Priority Representatives hereby acknowledges and agrees to turn over to the Collateral Agent has not amounts otherwise received written notice thereofor receivable by them under such Plan of Reorganization to the extent necessary to effectuate the intent of this Section 3.4. If any Priority Secured Party collects or receives any proceeds of an Enforcement Action, together proceeds of any title or other insurance, or any proceeds subject to Liens that have been avoided or otherwise invalidated that should have been applied to the payment of the Priority Obligations in accordance with Section 3.4(a) above, whether prior to or after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such supporting documentation as Administrative Agent may requestPriority Secured Party will forthwith deliver the same to the Collateral Agent, from for the account of the applicable Cash Management Bank Priority Secured Parties, to be applied in accordance with Section 3.4(a). Until so delivered, such proceeds shall be segregated and will be held in trust by that Priority Secured Party for the benefit of the applicable Priority Secured Parties. (c) Subject to Section 2.3(b), to the extent any Priority Secured Party or Swap ProviderPriority Representative receives cash, property or other assets from any Insolvency or Liquidation Proceeding in respect of its secured claim, such cash, property or other assets other than debt obligations of a reorganized debtor as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by Section 2.4(f) will be delivered to the preceding sentence shallCollateral Agent for application in accordance with Section 3.4(a). (d) If, after the occurrence and during the continuance of a Priority Debt Default, any Discharge of First Lien Obligations occurs by way of the exercise of any rights of set-off, banker’s liens or consolidation of accounts prior to the Discharge of First-Out Obligations, the relevant Priority Secured Party shall immediately segregate and hold an amount equal to the amount so discharged in trust for application to the First-Out Obligations and forthwith deliver such noticeamount to the Collateral Agent as provided in Section 3.4(b). (e) This Section 3.4 is intended for the benefit of, and will be deemed to have acknowledged enforceable as a third party beneficiary by, each present and accepted the appointment future holder of Administrative Agent Priority Obligations, each present and future Priority Representative and the Collateral Agent as holder of Priority Liens. The Priority Representative of each future Series of Priority Debt will be required to deliver a Collateral Agency Joinder including an Additional Secured Debt Designation as provided in Section 3.8 at the time of incurrence of such Series of Priority Debt. (f) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by the terms Controlling Representative, the Collateral Agent may sell any non-cash proceeds for cash prior to the application of Article XII hereof for itself the proceeds thereof. (g) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Agent may conclusively rely upon information supplied in writing by the relevant Priority Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its Affiliates as if a “Lender” party heretorespective Priority Debt and any other Priority Obligations.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any collection, sale ofby the Collateral Trustee, collection from foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy (including business interruption insurance not constituting “Collateral” (as defined in the Collateral pursuant Working Capital Facility Credit Agreement)) required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedCollateral, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following order of application: FIRST, to the payment of all reasonable costs amounts then due and payable under this Agreement on account of the Collateral Trustee’s fees and any costs, expenses, fees, commissions reasonable legal fees (including reasonable legal fees and Taxes costs of such sale, collection counsel to the Collateral Trustee) or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection therewith 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 all amounts for which Administrative Agent or Collateral Agent7.9; SECOND, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt, and any other reasonable costs Parity Lien Obligations, in either case that are then due and expenses of payable, in such saleorder as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsother Parity Lien Obligations, liabilities that are in either case then due and advances made or incurred by the other Secured Parties in connection therewith; payable (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveincluding, to the indefeasible payment 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 full the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in cashsuch proceeding but excluding contingent indemnity obligations for which no claim has been made) and including the discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount thereof and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit, pro rataif any, of interest and other amounts constituting Obligations (other than principal, constitutingthe reimbursement obligations in respect of L/C Liabilities and obligations which constitute Parity Lien Debt; provided, however, that for purposes of determining the amount of Parity Lien Obligations owed to Cash Collateralize L/C Liabilities) and any feesSecured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty pursuant to this clause second, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured the gross amount of Parity Lien Obligations (as defined in the Security Agreement) and other than any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations payable in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesany Forward Purchase Contract) and any breakage, termination or other payments under the gross amount of Parity Lien Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court respect of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Forward Purchase Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or calculated separately (without regard to any netting between Forward Purchase Contracts and other Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Contracts) and the Collateral Agent pursuant 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 terms Parity Lien Obligations owing to a Forward Purchase Secured Hedge Counterparty under this clause second exceed the net Parity Lien Obligations of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.the Secured Hedge Counterparties then outstanding;

Application of Proceeds. The (a) Subject to the terms of the Intercreditor Agreement, the 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 the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective the Trustee and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent and the Trustee in connection therewith therewith, and all indemnities and other amounts for which Administrative each of the Collateral Agent or Collateral Agent, as applicable and the Trustee is entitled to indemnification pursuant to the provisions of any Credit Documentthe Indenture or this Agreement; (bii) Second, to reimburse any Secured Party for any indemnification amounts paid to the Collateral Agent in connection with any costs and expenses incurred by the Collateral Agent; (iii) Third, to the payment of all other reasonable costs accrued and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of unpaid interest and other amounts constituting Obligations (other than principal, reimbursement obligations accrued fees owing in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute the Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably on a pro rata basis in accordance with the respective amounts thereof then due of all interest and owingaccrued fees owed in respect of the Secured Obligations to Secured Parties; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of all of all amounts of principal amount (or, in the case of the Obligations and any premium thereon (including reimbursement obligations discount notes, unpaid accreted value) owing in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute the Secured Obligations on a pro rata basis in accordance with the respective amounts of all principal (as defined or, in the Security Agreementcase of discount notes, unpaid accreted value) and any interest accrued thereonowed in respect of the Secured Obligations to Secured Parties; (v) Fifth, to all other amounts then owing in respect of the Secured Obligations; and (evi) FifthSixth, the balance, if any, to iPCS or the Person lawfully Guarantors or such other persons as are entitled thereto thereto. All applications of proceeds pursuant to clauses (including ii) though (v) above shall be allocated among the applicable Credit Party or its successors or assigns) or as Secured Parties on a court pro rata basis according to the principal (or, in the case of competent jurisdiction may directdiscount notes, accreted value), interest and other amounts owing in respect of the Secured Obligations at the time of the distribution. In the event that any such proceeds are insufficient to pay in full the items described in clauses (ai) through (cv) of this Section 11.0211.1(a), the Credit Parties Pledgors shall remain liable, jointly and severally, for any deficiency. Notwithstanding . (b) Upon the foregoingrequest of the Collateral Agent prior to any distribution under this Section 11.1, Obligations arising under each Secured Cash Management Agreements Party or its Authorized Representative shall provide to the Collateral Agent certificates, in form and Credit Swap Contracts shall be excluded from substance reasonably satisfactory to the application described above if Administrative Agent has not received written notice thereofCollateral Agent, together with setting forth the respective amounts referred to in Section 11.1(a), that each such supporting documentation as Administrative Agent may requestSecured Party or its Authorized Representative believes it is entitled to receive, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant shall be fully entitled to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretorely on such certificates.

Application of Proceeds. The proceeds received by Collateral During a Default Scenario, Administrative Agent in respect may, at any time at Administrative Agent’s election, notwithstanding the provisions of any sale ofSection 2.14 of the Credit Agreement, collection from or other realization upon apply all or any part of the Proceeds constituting Collateral pursuant to turned over to, held by or realized through the exercise by Collateral Administrative Agent of its remediesremedies hereunder, whether or otherwise received after acceleration not held in any Collateral Account, and any proceeds of the Loans, shall be appliedguaranty set forth in Section 2, in full or payment of the Guarantied Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection or other realization realization, including reasonable compensation to Administrative Agent and Collateral Agent and their respective its agents and counsel, and reimbursements for all other expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith (including as described in Section 6.4(a) hereof), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to or reimbursement hereunder or under the provisions other Loan Documents (in its capacity as Administrative Agent and not as a Lender) and all advances made by Administrative Agent hereunder or under the other Loan Documents for the account of any Credit Document; (b) SecondGuarantor, and to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made paid or incurred by the other Secured Parties Administrative Agent in connection therewith; (c) Thirdwith the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably all in accordance with the respective terms hereof or thereof; (ii) Second, to pay interest on and then principal of any portion of (x) the Revolving Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such Lender or Borrower and (y) the amount of drawings honored by Issuing Bank under a Letter of Credit for which Issuing Bank has not then been reimbursed by any Lender or Borrower (plus accrued interest thereon); (iii) Third, to pay incurred and unpaid fees and expenses of the Secured Parties under the Loan Documents; (iv) Fourth, for application by it towards payment of amounts thereof then due and owingowing and remaining unpaid in respect of the Obligations, pro rata among the Lenders and Lender Counterparties according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders and the Lender Counterparties; (dv) FourthFifth, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the indefeasible payment in full in cash, pro rata, of principal amount amounts of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in then held by the Security Agreement) and any interest accrued thereonLenders; and (evi) FifthSixth, any balance of such Proceeds remaining after the balance, if any, Discharge of the Obligations shall be paid over to the Person Borrower or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The proceeds received by 5.1 Application of Proceeds in Distributions. (a) Prior to the date of Discharge of First Lien Priority Obligations, the First Lien Security Agent will, and thereafter but prior to the date of the Discharge of Second Lien Priority Obligations, the Directing Second Lien Security Agent will, and thereafter but prior to the date of Discharge of First Lien Obligations, the First Lien Security Agent will, and thereafter but prior to the date of the Discharge of Second Lien Obligations, the Directing Second Lien Security Agent will apply any Collateral, Cash Proceeds thereof or non-Cash Proceeds constituting Collateral Agent (or any distribution in respect of the Collateral, whether or not expressly characterized as such) received as a result of any sale of, collection from or other realization upon all or any part of Enforcement Action with respect to the Collateral pursuant to (including any right of set off) or received in any Insolvency or Liquidation Proceeding (including such Collateral and Proceeds set forth in Section 2.4) in the exercise by Collateral Agent following order of its remediesapplication: First, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: initially (a) First, to the payment of all amounts payable under the First Lien Documents on account of the First Lien Security Agent’s fees and any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative the First Lien Security Agent or Collateral any co-trustee or agent of the First Lien Security Agent in connection therewith with any First Lien Document and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; then (b) Second, up to $50,000 in aggregate solely for annual administrative and/or security agency fees (less the amounts already paid for the applicable year) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Second Lien Administrative Agent and the Collateral Second Lien Security Agent pursuant to payable under their fee letter with the terms of Article XII hereof for itself and its Affiliates Administrative Borrower as if a “Lender” party hereto.in effect on the date hereof;

Application of Proceeds. The proceeds Prior to the Discharge of Revolver Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, Shared Collateral or Proceeds received by Collateral Agent or payable (x) in respect connection with the enforcement or exercise of any sale of, collection from rights or other realization upon all or remedies with respect to any part portion of the Shared Collateral or (y) pursuant to the exercise by Collateral Agent a plan of its remediesreorganization or similar dispositive restructuring plan, or otherwise received after acceleration of the Loans, shall will be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstfirst, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection therewith with any Security Document, including but not limited to amounts necessary to provide for the expenses of the Collateral Trustee in maintaining and all amounts for which Administrative Agent or disposing of the Collateral Agent(including, as applicable is entitled to but not limited to, indemnification pursuant to the provisions of any Credit Documentpayments and reimbursements); (b) Secondsecond, to the Revolver Agent for application to the Revolver Obligations in accordance with the Revolver Documents, until the Discharge of Revolver Obligations has occurred, (c) third,; to the respective FLLO Agents equally and ratably for application to the payment of all outstanding FLLO Debt and any other reasonable costs FLLO Obligations that are then due and expenses of payable in such sale, collection or other realization and of any receiver of any part of order as may be provided in the Collateral appointed pursuant FLLO Documents in an amount sufficient to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel pay in full in cash all outstanding FLLO Debt and all costs, liabilities other FLLO Obligations that are then due and advances made or incurred by the other Secured Parties in connection therewith; payable (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveincluding, to the indefeasible payment in full in cashextent legally permitted, pro rataall interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, of interest and other amounts constituting Obligations (other than principalincluding any applicable post-default rate, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined specified in the Security Agreement) and any FLLO Documents, even if such interest accrued thereonis not enforceable, allowable or allowed as a claim in each case equally and ratably in accordance with the respective amounts thereof then due and owing;such proceeding but excluding contingent indemnity obligations for which no claim has been made), and (d) Fourthfourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated otherwise required by the preceding sentence shall, Second Lien Intercreditor Agreement or by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoapplicable law.

Application of Proceeds. The proceeds (a) All amounts from time to time received or recovered by Collateral Agent the Security Agents in respect connection with the realization or enforcement of any sale of, collection from or other realization upon all or any part of the Collateral pursuant Transaction Security (other than any Transaction Security relating solely to the exercise by Collateral Agent of its remedies, BNDES Loan Agreement or otherwise received after acceleration of the Loans, Existing Guarantee Facility Agreement) shall be applied, in full or in part, together with any other sums then held by Collateral the relevant Security Agent pursuant on trust to this Agreement, promptly by Collateral Agent as follows: (a) First, apply them to the payment of all reasonable costs extent permitted by applicable law (and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant subject to the provisions of this Section 10.3 and Section 13.3 (Application of Free Cash Flow of Ships), in the following order of priority: (i) first, in discharging costs, expenses, fees or other sums of a similar nature owing to the relevant Security Agent in connection with any Credit Documentrealization or enforcement of the Transaction Security taken in accordance with the terms of this Agreement; (ii) second, in payment of all costs and expenses incurred by any other Finance Party in connection with any realization or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken; (iii) third, in payment to the Administrative Agent or the relevant Facility Representative on its own behalf and on behalf of the other applicable Finance Parties for application (in accordance with the terms of the relevant Existing Facility Agreement or Existing Facility Agreements) towards the discharge of the outstanding principal balances under the relevant Amended Facility Agreement or relevant Amended Facility Agreements ratably (based on the aggregate amount of principal outstanding across such Facilities) as of the date such cash is paid to the relevant Agent; and (iv) fourth, in payment to the Administrative Agent or the relevant Facility Representative on its own behalf and on behalf of the other applicable Finance Parties for application (in accordance with the terms of the relevant Existing Facility Agreement or Existing Facility Agreements) towards of all other amounts due but unpaid under the relevant Amended Facility Agreement or relevant Amended Facility Agreements secured by such Transaction Security ratably (based on the aggregate amount of such outstanding amounts across such Facilities) as of the date such cash is paid to the relevant Agent. (b) Second, All amounts from time to time received or recovered by the payment Common Security Agent in connection with the realization or enforcement of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant Transaction Security granted in favor of the Common Security Agent for the benefit of all Finance Parties shall be held by the Common Security Agent on trust to apply them to the extent permitted by applicable Security Documents including compensation law (and subject to the other Secured Parties provisions of this Section 10.3 and their agents and counsel and all Section 13.3 (Application of Free Cash Flow of Ships)), in the following order of priority: (i) first, in discharging costs, liabilities and advances made expenses, fees or incurred by other sums of a similar nature owing to the other Secured Parties Common Security Agent in connection therewith; (c) Third, without duplication with any realization or enforcement of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Transaction Security Agreement) and any interest accrued thereon, in each case equally and ratably taken in accordance with the respective amounts thereof then due and owingterms of this Agreement; (dii) Fourthsecond, in payment of all costs and expenses incurred by any other Finance Party in connection with any realization or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Administrative Agent; (iii) third, in payment to the indefeasible payment in full in cash, pro rata, Common Security Agent on its own behalf and on behalf of the other Finance Parties for application towards the discharge of the outstanding principal balances under the Amended Facility Agreements and Amended Guarantee Facility Agreement ratably (based on the aggregate amount of principal amount outstanding across all Facilities) as of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations date such cash is paid to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonAdministrative Agent; and (eiv) Fifthfourth, the balance, if any, in payment to the Person lawfully entitled thereto (including Common Security Agent on its own behalf and on behalf of the applicable Credit Party or its successors or assigns) or as a court other Finance Parties for application towards payment of competent jurisdiction may direct. In any other amounts due but unpaid under the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Amended Facility Agreements and Credit Swap Contracts shall be excluded from Amended Guarantee Facility Agreement ratably (based on the application described above if Administrative Agent has not received written notice thereof, together with aggregate amount of such supporting documentation outstanding amounts across all Facilities) as Administrative Agent may request, from of the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by date such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant cash is paid to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoAdministrative Agent.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.04 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) First, to the payment of all reasonable costs that portion of the Obligations (excluding Hedging Obligations and expenses, Banking Services Obligations) constituting fees, commissions indemnities, expenses and Taxes of other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such saleand the Issuing Lender in its capacity as such, collection or other realization including compensation to ratably among the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent the Issuing Lender in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (c) Third, without duplication to payment of amounts applied pursuant to clauses (a) that portion of the Obligations constituting accrued and (b) above, to unpaid interest on the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations Loans (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesLoans made with the Overadvance Amount) and any fees​ ​ ​ Reimbursement Obligations, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined ratably among the Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations (excluding Hedging Obligations and any premium thereon Banking Services Obligations) constituting unpaid principal of the Loans (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesother than Loans made with the Overadvance Amount) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.Reimbursement Obligations;

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:(a) [Reserved]. (a) Subject to clauses (b)b)In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, (i) any proceeds of any Collateral received by the Administrative Agent, the Collateral Trustee or the Collateral Agent and (cii) below, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral)the Credit Parties other than the Borrower, in each case of clauses (i) and (ii), following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement; provided that, with respect to any Term C Loan Collateral Account (and all amounts deposited therein or credited thereto), any amounts so received shall be applied:: (i) First, on a pro rata basis, to the payment of all reasonable amounts due to the relevant Term Letter of Credit Issuer under any of the Credit Documents, excluding amounts payable in connection with any Term Letter of Credit Reimbursement Obligation;reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to the Administrative Agent and Agent, Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or and Collateral Agent in connection therewith and all amounts for which the Administrative Agent or and Collateral Agent, as applicable Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, on a pro rata basis, to the payment of all other amounts due to the relevant Term Letter of Credit Issuer in an amount equal to 100% of all Term Letter of Credit Reimbursement Obligations;other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without on a pro rata basis, to any Secured Bank Party which has theretofore advanced or paid any fees to the relevant Term Letter of Credit Issuer, other than any amounts covered by priority Second, an amount equal to the amount thereof so advanced or paid by such Secured Bank Party and for which such Secured Bank Party has not been previously reimbursed;without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and including any fees, premiums and premiums, scheduled periodic payments payments, breakage, termination or other payments) due under Secured Hedging Agreements to the extent constituting Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (eiv) FifthFourth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy required under any Priority Lien Document or Parity Lien Debt Document or otherwise covering the Collateral pursuant to in the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: 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 expensesexpenses 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, feesbut not limited to, commissions indemnification obligations that are then due and Taxes payable); SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Obligations, secured by a Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Lien of the Collateral Trustee if such Indebtedness or Obligation is required to be discharged (in whole or in part) in connection with such sale; THIRD, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondrespective Priority Lien Debt Representatives, Hedge Providers and Bank Product Providers equally and ratably for application to the payment of all outstanding Priority Lien Debt and any other reasonable costs Priority Lien Debt Obligations that are then due and expenses of payable (for application in such sale, collection or order as may be provided in the Priority Lien Debt Documents applicable to the respective Priority Lien Debt Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other realization Priority Lien Debt Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any receiver Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien 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 (at the lower of any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and Priority Lien Document) of all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication outstanding letters of amounts applied pursuant to clauses (a) and (b) abovecredit constituting Priority Lien Debt); FOURTH, to the indefeasible respective Parity Lien Debt Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Debt Obligations that are then due and payable (for application in such order as may be provided in the Parity Lien Debt Documents applicable to the respective Parity Lien Debt Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Debt Obligations that are then due and payable (including, to the extent legally permitted, all interest and fees 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 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 (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 Debt Document) of all outstanding letters of credit, if any, constituting Parity Lien Debt); and FIFTH, any surplus remaining after the payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Borrower or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or Guarantor, 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. In . (b) If any Parity Lien Debt Representative or any holder of a Parity Lien Obligation collects or receives any proceeds of such foreclosure, collection or other enforcement or proceeds of any title or other insurance that should have been applied to the event that any payment of the Priority Lien Debt Obligations in accordance with Section 3.4(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such proceeds are insufficient to pay in full the items described in clauses (a) through (c) Parity Lien Debt Representative or such holder of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Providera Parity Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Priority Lien Debt Obligations, to be applied in accordance with Section 3.4(a). Each Cash Management Until so delivered, such proceeds will be held by that Parity Lien Debt Representative or that holder of a Parity Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Debt Obligations. (c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Priority Liens and Parity Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt. (d) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Secured Parties, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (e) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Priority Lien Debt Representative, Hedge Provider and Bank Product Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Priority Lien Debt and any other Priority Lien Debt Obligations and the amount of any “settlement amount” (or Swap similar term) of any Hedge Agreements included in the Priority Lien Debt Obligations and information supplied by the relevant Parity Lien Debt Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Parity Lien Debt and any other Parity Lien Debt Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider not shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided that, notwithstanding anything herein or in any other Secured Obligations Document to the contrary, in the event that any such Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to any other Hedge Agreement, solely for purposes of calculating the Secured Obligations owed to such Hedge Provider under this Agreement that has given the notice contemplated by the preceding sentence shallAgreement, such calculation shall setoff and net all Obligations owing to such Hedge Provider or owed by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoHedge Provider under each such confirmation or trade and/or additional Hedge Agreement.

Application of Proceeds. The proceeds received by Collateral If a First Lien Event of Default shall have occurred and be continuing, at any time at the First Lien Administrative Agent's election, the First Lien Administrative Agent in respect of any sale of, collection from or other realization upon may apply all or any part of the Proceeds constituting First Lien Collateral, whether or not held in any Collateral pursuant to the exercise by Collateral Agent of its remediesAccount, or otherwise received after acceleration in payment of the Loans, shall be applied, First Lien Obligations in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the First Lien Collateral, including reasonable compensation to the First Lien Administrative Agent, the Administrative Agent and Collateral Agent and their respective agents and counsel, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by First Lien Administrative Agent or Collateral the Administrative Agent in connection therewith (including as described in Section 7.6 hereof), and all amounts for which First Lien Administrative Agent or Collateral Agent, as applicable the Administrative Agent is entitled to indemnification pursuant hereunder and all advances made by First Lien Administrative Agent or the Administrative Agent hereunder for the account of the applicable Grantor, and to the provisions payment of all costs and expenses paid or incurred by First Lien Administrative Agent or the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent or the First Lien Administrative Agent hereunder or under the Credit Agreement or any other Loan Document, all in accordance with the terms hereof or thereof; (b) Second, to the payment of all other reasonable costs pay accrued interest on and expenses of such sale, collection or other realization and then principal of any receiver portion of (without duplication) (x) the Revolving Loans that the Administrative Agent or the First Lien Administrative Agent may have advanced on behalf of any part First Lien Facility Lender for which the Administrative Agent or the First Lien Administrative Agent has not then been reimbursed by such First Lien Facility Lender or Borrower, (y) the amount of drawings honored by any Issuing Lender under a Letter of Credit for which such Issuing Lender has not then been reimbursed by any First Lien Facility Lender or Borrower and (z) the Collateral appointed pursuant to amount of any Swingline Loans for which the applicable Security Documents including compensation to Swingline Lender has not been reimbursed by any First Lien Facility Lender or the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithBorrower; (c) Third, without duplication to pay accrued and unpaid fees and expenses of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due First Lien Secured Parties under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingLoan Documents; (d) Fourth, to the indefeasible for application by it towards payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities the First Lien Obligations, pro rata among the First Lien Facility Lenders and Qualified Counterparties according to the amounts of the First Lien Obligations then due and owing and remaining unpaid to the First Lien Facility Lenders and the Qualified Counterparties (including obligations with respect to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; andcash collections of Letters of Credit); (e) Fifth, for application by it towards prepayment of the balanceFirst Lien Obligations, if anypro rata among the First Lien Facility Lenders according to the amounts of the First Lien Obligations then held by the First Lien Facility Lenders (including obligations with respect to the cash collections of Letters of Credit); and (f) Sixth, any balance of such Proceeds remaining after the Discharge of First Lien Obligations shall be paid over to (a) prior to the Discharge of Second Lien Obligations, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Second Lien Administrative Agent and the Collateral Agent pursuant (b) thereafter, to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoBorrower or to whomsoever may be lawfully entitled to receive the same.