Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of Intercreditor Agreements and the Security Agreement, any Junior Lien Intercreditor Agreementafter the exercise of remedies provided for in Section 11.2 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 11.2(b)), any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any the Obligations shall be applied by the Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Loan Documents shallObligations (excluding the Other Liabilities) constituting fees, except as otherwise expressly provided hereinindemnities, be applied as follows: firstexpenses and other amounts (other than principal and interest, to pay all reasonable out-of-pocket but including costs and expenses payable under Section 12.6 and amounts payable under Section 3.3 and Section 6) payable to the Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties (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 and the 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), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due payable under Section 12.6 and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights amounts payable under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding Section 3.3 and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsSection 6), ratably among them in proportion to the applicable amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations ratably among the Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Obligations (and termination payments and other amounts under secured Swap Contracts and ordinary course settlement payments under secured Swap Contracts), if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and payable to the Agent and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Parent Borrower or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by Law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due Proceeds constituting Collateral, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in Section 2, except as otherwise expressly provided herein, be applied as followsin payment of the Secured Obligations in the following order: first, to pay all reasonable out-of-pocket costs unpaid and unreimbursed costs, expenses (including reasonable attorneys’ and fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights (including to reimburse ratably any other Secured Parties which have advanced any of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced same to the Collateral Agent or to preserve its security interest in the CollateralAgent), second, to pay the Administrative Agent, for application by it toward payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) amounts then due and owing hereunder of each and remaining unpaid in respect of the Lenders in connection with enforcing such Lender’s rights under Secured Obligations, pro rata among the Loan DocumentsSecured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to pay interest on Loans 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 outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured held by the Security Agreement as Term Loan Facility Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full, ratably among the applicable Secured Parties in proportion shall be paid over to the respective amounts described in this clause “fourth” payable Borrower or to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To For purposes of this Section, to the extent that any amounts available for Obligation is unmatured or unliquidated (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to the second clause “third” above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for the benefit of the Secured Parties holding such Secured Obligations and shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured or “fourth” above are insufficient to pay all obligations described therein in full, liquidated at which time such moneys amounts shall be allocated pro rata among the applicable Secured Parties in proportion distributed to the respective amounts described in the applicable clause at holders of such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Secured Obligations to the extent necessary to reflect differing amounts payablepay 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 reasonable estimate of the amount of the Secured Obligations) and priorities shall not be required to, or be responsible for, ascertaining the existence of payments, to Lenders participating in or amount of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 4.10(b)(1) of the New First Lien Agreement (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreement), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Security AgreementABL Obligations may be modified, any Junior extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Parity Liens or Junior Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, ratably to the respective Parity Lien Representatives for application, after payment of any fees and expenses (including but not limited to, attorney’s fees and expenses) of such Parity Lien Representative, to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the relevant Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the relevant Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); THIRD, to the respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are due and payable in such order as may be provided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to EFIH, or its successors or assigns, or as a court of competent jurisdiction may direct. If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any proceeds in respect of any foreclosure, collection or other enforcement to which it was not entitled pursuant to the terms of the Security Agreementimmediately preceding paragraphs, whether after the commencement of any Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Intercreditor AgreementRepresentative or such holder of a Junior Lien Obligation, any Other Intercreditor Agreement as the case may be, will forthwith deliver the same to the Collateral Trustee to be applied in accordance with the provisions set forth in the immediately preceding paragraphs. Until so delivered, such proceeds will be held by that Junior Lien Representative or any Intercreditor Agreement Supplementthat holder of a Junior Lien Obligation, after as the occurrence and during case may be, in trust for the continuance benefit of an Event the holders of Default, all amounts collected or the Parity Lien Obligations. These provisions will not apply to payments received by any holder of Junior Lien Obligations if such payments are not proceeds of, or the Administrative Agent or any Lender on account result of amounts then due a realization upon, Collateral. This Section 3.4(a) is intended for the benefit of, and outstanding under any will be enforceable as a third party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Loan Documents shallCollateral Trustee as holder of Parity Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Lien Debt will be required to deliver a Collateral Trust Joinder, including a Lien Sharing and Priority Confirmation, to the Collateral Trustee and each other Secured Debt Representative as provided in Section 3.8 at the time of incurrence of such Series of Secured Lien Debt. In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise expressly provided hereindirected by an Act of Required Debtholders, be applied as follows: first, to pay all reasonable outthe Collateral Trustee may sell any non-of-pocket costs and expenses (including reasonable attorneys’ fees cash proceeds for cash prior to the extent provided herein) due and owing hereunder application of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 4.10(b)(1) of the New First Lien Agreements (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreements), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Security AgreementABL Obligations may be modified, any Junior extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL Intercreditor Agreement, any Junior Lien the Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay the Dollar Equivalent of principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the Dollar Equivalent of all other Term Loan Facility Obligations then owing to the Secured Parties, sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third, “fourth” or “fourthfifth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts from such Guarantor pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any 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, Trustee pursuant 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of Agents in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinrespective Administrative Agent, the Collateral Agent and amounts payable under Section 2.17) due and owing hereunder of payable to the respective Administrative Agent and the Collateral Agent in connection with enforcing the rights their capacities as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or and amounts payable under Section 2.17 and not specifically referred to in clauses third and fourth below, 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under than Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Secured Swap Obligations), ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans, if anyL/C Borrowings and other Secured Obligations arising under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings, and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders and counterparties referred to in the definitions of “Secured Swap Obligations” and “Secured Cash Management Obligations” that are parties thereto in proportion to the respective amounts described in this clause at such time. This Section 10.12 may be amended (Fourth payable to them; fifth, to the payment of all other Secured Obligations of the Loan Parties that are due and payable to the Administrative Agents and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the respective Administrative Agent to enter into and the other Secured Parties on such date; and last, the balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any such amendment) Intercreditor Agreement and, thereafter, to the extent necessary Borrower or as otherwise required by Requirements of Law. Notwithstanding the foregoing, Excluded Swap Obligations with respect to reflect differing any Guarantor shall not be paid with amounts payablereceived from such Guarantor or its assets, and priorities of payments, but appropriate adjustments shall be made with respect to Lenders participating payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms (a) If at any time any portion of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts monies collected or received by the Administrative Agent or any Lender on account would, but for the provisions of amounts then due and outstanding under any this Section 15(a), be payable pursuant to Section 12.03 of the Loan Documents shallCredit Agreement in respect of a Contingent Secured Obligation, except as otherwise expressly provided herein, be applied as follows: first, 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 shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Administrative Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Administrative Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Administrative Agent as to the maximum ascertainable amount thereof, the Administrative Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Administrative Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(a) rather than Section 12.03 of the Credit Agreement. The Administrative Agent will hold all such monies and Permitted Investments and the Collateral net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Administrative Agent in connection with enforcing at the rights request of the Agents relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement were not paid in full, the Administrative Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement. If (i) the holder of such Contingent Secured Obligation shall advise the Administrative Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Lenders under the Loan Documents (including all expenses of sale or other realization of or Administrative Agent still holds any amount held in trust pursuant to this Section 15(a) in respect of the Collateral and any sums advanced such Contingent Secured Obligation (after paying all amounts payable pursuant to the Collateral Agent or preceding sentence with respect to preserve its security interest in the Collateralany portions thereof that became Non-Contingent Secured Obligations), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured remaining amount will be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to in the extent necessary to reflect differing amounts payable, and order of priorities set forth in Section 12.03 of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Credit Agreement.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Lien Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplementproceeds thereof, after the occurrence and during the continuance Restricted Assets or any proceeds thereof, or Sale Proceeds received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Lien Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallFirst Lien Claimholders, except as otherwise expressly provided herein, shall be applied as followsapplied: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the First Lien Collateral Agent to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent First Lien Obligations that are not Excess First Lien Obligations in connection with enforcing the rights of the Agents and the 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 such order as specified in the Collateral), relevant First Lien Loan Documents; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the payment by the Second Lien Collateral Agent to the extent provided herein) due and owing hereunder Second Lien Obligations that are not Excess Second Lien Obligations in such order as specified in the relevant Second Lien Documents; third, by the First Lien Collateral Agent to the payment of each of any Excess First Lien Obligations in such order as specified in the Lenders in connection with enforcing such Lender’s rights under the relevant First Lien Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Second Lien Collateral Agent to the respective amounts described payment of any Excess Second Lien Obligations in this clause “fourth” payable to them, such order as specified in the relevant Second Lien Documents; and fifth, to pay the surplusapplicable Grantor or as otherwise required by applicable law; provided that any non-cash Collateral or non-cash proceeds will be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, if anythe First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Collateral and proceeds thereof, Restricted Assets and proceeds thereof and all Sale Proceeds held by it in the same form as received, with any necessary endorsements to the Second Lien Collateral Agent, or as a court of competent jurisdiction may otherwise direct, to whomever may be lawfully entitled applied by the Second Lien Collateral Agent to receive the Second Lien Obligations in such surplusorder as specified in the Second Lien Security Documents. To Without limiting the extent generality of the foregoing, it is the intention of the parties hereto that no amount of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Sale Proceeds will in full, such moneys shall any event be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 payableRestricted Assets, and priorities none of paymentsthe Second Lien Collateral Agent or Second Lien Claimholders will, to Lenders participating in any new classes forum (including in any Insolvency or tranches Liquidation Proceeding) assert that any amount of loans added pursuant any Sale Proceeds should be allocated to Sections 2.6 and 2.8, as applicableany Restricted Assets.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) (I) Subject to the terms other provisions of this Section 3.4, all proceeds of any collection, sale (including any sale or other disposition under section 363 of the Security AgreementBankruptcy Code), foreclosure or other realization upon, or any other Enforcement Action with respect to, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral and all assets or 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 or any Lender on account of amounts then due the Collateral or the secured claims of the Priority Lien Secured Parties under the Priority Lien Documents in any Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies and outstanding the proceeds of the foregoing (whether through an Enforcement Action or during an Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies), the proceeds of any insurance policy required under any Priority Lien Document or otherwise covering the Collateral, any condemnation proceeds with respect to the Collateral, and any other amounts required to be delivered to the Collateral Trustee by any Priority Lien Secured Party or Priority Lien Representative pursuant to any other provision of this Agreement and for application in accordance with this Section 3.4(a) (collectively, “Proceeds”), shall be delivered by the parties hereto to the Collateral Trustee who will apply such Proceeds in the following order of application (and each Priority Lien Representative shall provide a notice to the Collateral Trustee identifying the amounts which are payable to the applicable Series of Priority Lien Debt for which it acts as Priority Lien Representative pursuant to this Section 3.4(a) and the Collateral Trustee shall be entitled to rely exclusively on such notice without independent inquiry): FIRST, to the payment of all amounts payable under this Agreement on account of the Loan Documents shallCollateral Trustee’s fees and expenses and any reasonable legal fees and expenses, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees to or other liabilities of any kind incurred by the extent provided herein) due and owing hereunder Collateral Trustee or any co-trustee or agent of the Administrative Agent and the Collateral Agent Trustee in connection with enforcing any Security Document, including but not limited to amounts necessary to provide for the rights of the Agents fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral Trustee in maintaining and any sums advanced disposing of the Collateral, including, but not limited to, indemnification payments and reimbursements (collectively, the “Collateral Trustee’s Fees and Expenses”); SECOND, prior to the Collateral Agent or Discharge of First-Out Obligations (other than with respect to preserve its security interest in the CollateralExcess First-Out Obligations), secondto the First-Out Representative for application to the First-Out Representative Fees and Expenses, to pay all including any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or other liabilities of any kind incurred by the First-Out Representative (including reasonable attorneys’ fees to the extent provided hereinother than Reclamation Obligations) due and owing hereunder of each of the Lenders in connection with enforcing any First-Out Document, including, but not limited to, indemnification payments and reimbursements; THIRD, prior to the Discharge of First-Out Obligations, to the First-Out Representative such Lender’s rights an amount sufficient to pay or satisfy in full in cash all outstanding First-Out Obligations and otherwise provide for the Discharge of First-Out Obligations (other than any Excess First-Out Obligations; FOURTH, after the Discharge of First-Out Obligations (other than any than Excess 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 First Lien Obligations (which will include the Senior Credit Agreement) that are then due and payable in such order as may be provided in the applicable First Lien Documents in an amount sufficient to pay in full in cash all such outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First 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 (in an amount equal to at least the percentage of the aggregate undrawn amount required for release of Liens under the Loan terms of the First Lien Documents) of all outstanding letters of credit and bankers’ acceptances or the backstop thereof pursuant to arrangements reasonably satisfactory to the relevant issuing bank, thirdif any, to pay interest on Loans then outstanding; fourthconstituting First Lien Obligations and the termination, to pay principal expiration or other collateral arrangements in respect of Loans then outstanding and obligations under Secured Hedge Agreements Hedging Obligations and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among that are reasonably satisfactory to the applicable Secured Parties in proportion Hedge Bank and the applicable Cash Management Bank); FIFTH, to the respective First-Out Representative for application to the payment of any Excess First-Out Obligations until the Discharge of First-Out Obligations in respect of such Excess First-Out Obligations; and SIXTH, subject to any applicable Intercreditor Agreement, any surplus remaining after the Discharge of Priority Lien Obligations will be paid to the Company or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts described in this clause “fourth” payable to them, and fifth, to pay under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the surplusforegoing, if anyany Series of Priority Lien Debt has released its Lien on any Collateral as described below in Section 4.4, to whomever may then such Series of Priority Lien Debt and any related Priority Lien Obligations of that Series of Priority Lien Debt thereafter shall not be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described share in the applicable clause at such timeproceeds of any Collateral so released by that Series of Priority Lien Debt. This For the avoidance of doubt, the Collateral Trustee shall only apply Proceeds in accordance with this Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) 3.4 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 2.6 and 2.8, as applicablethat such Proceeds are actually so received by the Collateral Trustee.

Application of Proceeds. The Lenders and Subject to the Administrative terms of any applicable Intercreditor Agreement, the First Lien Collateral Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Agent and the First Lien Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other First Lien Loan Document or any of the Agents Secured Obligations, including all court costs and the Lenders fees and expenses of its agents and legal counsel, the repayment of all advances made by the First Lien Collateral Agent hereunder or under any other First Lien 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 First Lien Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and FOURTH, to the Loan Documents Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the First Lien Collateral Agent (including all expenses pursuant to a power of sale granted by statute or other realization under a judicial proceeding), the receipt of the First Lien Collateral Agent or in respect of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and any sums advanced such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The First Lien Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve its security interest in the Collateral), second, allocation 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableotherwise set forth above.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding, Reimbursement Obligations then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 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 Sections 2.6 subsections 2.5, 2.9 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. (a) The Lenders and the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as among such partiesfollows FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of incurred by the Administrative Agent and the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Agents and the Lenders under the Loan Documents (Secured Obligations, 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), second, to pay all reasonable documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses, indemnities and other amounts incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to payment of that portion of the Secured Obligations constituting indemnities and other amounts (including reasonable attorneys’ fees to the extent provided hereinother than principal, interest and fees) due and owing hereunder payable to the Secured Parties (including fees, charges and disbursements of each of counsel to the Lenders in connection with enforcing such Lender’s rights respective Secured Parties) arising under the Loan Documents, thirdratably among them in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to pay payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on Loans then outstanding; fourththe Revolving Loans, to pay principal of Loans then outstanding Swingline Loans, Term Loans, LC Disbursements and obligations other Secured Obligations arising under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsDocuments, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” 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 fifthother 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 pay cash collateralize that portion of the surplusaggregate LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties each case in proportion to the respective amounts described in this clause FOURTH held by them; FIFTH, ratably to payment of all other Secured Obligations until the applicable clause at Discharge of Secured Obligations has occurred; and SIXTH, any surplus remaining after such time. This Section 10.12 application to the Grantors or to whomever 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 2.6 and 2.8, as applicablelegally entitled thereto.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 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 follows: 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 reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative 190 Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents 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 hereunder of 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; fourth(5) fifth, to pay (on a ratable basis) principal of Loans then outstanding and outstanding, obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Bank Products Agreements secured by the Security Agreement as Term Loan Facility ObligationsDocuments, ratably among the applicable Secured Parties in proportion 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 respective Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in the applicable clause at of such timeobligations. This Section 10.12 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 2.6 2.9, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents or under any Hedging Arrangement or Cash Management Arrangement described in clause sixth below 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 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), secondfourth, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay 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 Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term and seventh(notwithstanding the foregoing, amounts received from any Loan Facility ObligationsParty shall not be applied to any Excluded Swap Obligation of such Loan Party), ratably among the applicable Secured Parties in proportion seventh, to the respective amounts described in this clause “fourth” payable to them, pay other Obligations then due and fifthowing and eighth, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders Regardless of whether an Insolvency or Liquidation Proceeding has been commenced, (i) the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies and (ii) any other amounts (subject to the rights of the Senior Priority Secured Parties under the Senior Priority Debt Documents) paid over to the Designated Senior Priority Representative (or, following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative, or, following the Discharge of Senior Priority Obligations and the Administrative Discharge of Second Priority Debt Obligations, the Designated Senior Subordinated Priority Representative) in accordance with this Agreement (including in respect of Guarantee Liabilities) (A) first, shall be applied to the payment in full in cash of all fees and expenses incurred in connection with the exercise of any rights or remedies permitted hereunder owing to the Senior Secured Collateral Agent agree, (in its capacity as among such parties, as follows: subject such) pursuant to the terms of the Security Agreementany Senior Priority Debt Document, any Junior Lien Intercreditor Agreement(B) second, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received shall be applied by the Administrative Agent Designated Senior Priority Representative to the Senior Priority Obligations in such order as specified in Section 12.01, until the Discharge of Senior Priority Obligations has occurred, (C) third, upon the Discharge of Senior Priority Obligations, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in Section 13.01, until the Discharge of Second Priority Debt Obligations has occurred, (D) fourth, upon the Discharge of Senior Priority Obligations and the Discharge of Second Priority Debt Obligations, shall be applied by the Designated Senior Subordinated Priority Representative, to the Senior Subordinated Priority Debt Obligations in such order as specified in Section 14.01 until the Discharge of Senior Subordinated Priority Debt Obligations has occurred, (E) fifth, upon the Discharge of Senior Priority Obligations, Discharge of Second Priority Debt Obligations and Discharge of Senior Subordinated Priority Debt Obligations, shall be applied by the Honeywell Indemnitee to the Honeywell Indemnity Obligations in accordance with the terms of the Honeywell Indemnity Documents until the Honeywell Indemnity Obligations have been paid in full or any Lender on account otherwise satisfied or discharged in accordance with the terms thereof, (F) sixth, if none of amounts then due and outstanding the Debtors is under any of the Loan Documents shallfurther actual or contingent liability under any Senior Priority Debt Document, except as otherwise expressly provided hereinSecond Priority Debt Document, Senior Subordinated Priority Debt Document or Honeywell Indemnity Document, shall be applied as follows: first, in payment or distribution to any Person to whom the Applicable Designated Representative is obliged to pay all reasonable out-of-pocket costs or distribute in priority to any Debtor and expenses (including reasonable attorneys’ fees to G) seventh, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusbalance, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties applied in proportion payment or distribution to the respective relevant Debtor. Upon (x) the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall deliver promptly to the Designated Second Priority Representative any Common Senior Priority/Second Priority Collateral or proceeds thereof or amounts described otherwise received in accordance with this Agreement held by it in the applicable clause at such time. This Section 10.12 same form as received, with any necessary endorsements, or as a court of competent jurisdiction may be amended otherwise direct and (y) the Discharge of Senior Priority Obligations and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Discharge of Second Priority Debt Obligations, each applicable Senior Priority Representative and Second Priority Representative shall deliver promptly to the extent Designated Senior Subordinated Priority Representative any Common Collateral or proceeds thereof or amounts otherwise received in accordance with this Agreement held by it in the same form as received, with any necessary to reflect differing amounts payableendorsements, and priorities or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may otherwise direct.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 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 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), secondfourth, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay 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 Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders (a) With respect to Common Collateral, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon such Common Collateral, including proceeds of any title insurance policy required under any Secured Debt Document, in the following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Collateral Agent and the Administrative Agent agreeIndenture Trustee in connection with such sale, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor collection or realization or otherwise in connection with this Agreement or any Intercreditor Agreement Supplementof the Secured Obligations, after and to any other Collateral Agent Obligations, including all court costs and the occurrence reasonable fees and during expenses of its co-trustees, agents and legal counsel, and any other reasonable and documented costs or expenses incurred in connection with the continuance exercise of an Event any right or remedy hereunder; SECOND, to each Secured Representative for each Series of Default, Secured Debt for application to the payment of all amounts collected or received by the Administrative Agent or outstanding Secured Debt and any Lender on account of amounts other Secured Obligations that are then due and outstanding under any of the Loan Documents shall, except payable in such order as otherwise expressly may be provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Documents in proportion an amount sufficient to pay in full and discharge all outstanding Secured Obligations that are then due and payable, ratably in accordance with (i) the aggregate outstanding principal amount of Secured Obligations held by holders of such Series of Secured Debt (excluding obligations under Hedge Agreement Documents) and (ii) with respect to the respective amounts described in this clause “fourth” payable Hedge Agreement Obligations held by holders of such Series of Secured Debt, the Hedge Agreement Due Amount for such Series of Secured Debt; and THIRD, any surplus then remaining shall be paid to them, and fifth, the Grantors or their successors or assigns or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullprovided that, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary that the holders of any Series of Secured Debt receive and are able to reflect differing amounts payableapply 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 priorities applied proceeds and (ii) the amount of paymentsSecured 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 Lenders participating 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 new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations).

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any 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, Trustee pursuant 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 8.7 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablethereto.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the Administrative Agent agreeproceeds thereof, as among such partiesand the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral in the following order of application: FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender payable under this Agreement on account of amounts then due the Collateral Trustee’s fees and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable and documented out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by, or owed to, 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 reasonable attorneys’ fees including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and 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 provided hereinthat such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing such sale; THIRD, to the rights respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (or, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) for application to the Agents payment of all such outstanding Secured Debt and any such other Secured Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Secured Debt Documents applicable to the Loan Documents respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the payment in proportion to the respective amounts described full in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective cash of amounts described in the preceding clauses will be paid to Parent or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (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 Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of 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 2.6 and 2.8, as applicableCollateral.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms provisions of the Security Agreement, any Junior Crossing Lien Intercreditor Agreement, the Collateral Agent will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds thereof and during the continuance proceeds of an Event any insurance policy required under any Priority Lien Document or Junior Lien Document or otherwise covering the Collateral in the following order of Defaultapplication: FIRST, to the payment of all amounts collected payable under this Agreement on account of the Collateral Agent’s fees and any reasonable legal fees, costs and expenses or received other liabilities of any kind incurred by the Administrative Collateral Agent or any Lender on account co-trustee or agent 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 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 any Security Document (including, but not limited to, indemnification obligations that are then due and payable); SECOND, to the rights respective Priority Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Priority Lien Debt, Hedging Obligations constituting Priority Lien Obligations and Bank Product Obligations constituting Priority Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Priority Lien Representative, to such Priority Lien Representative on their behalf) for application to the Agents payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Priority Lien Documents applicable to the Loan Documents respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of or in respect (1) 103% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective amounts described in this clause “fourth” payable to themJunior Lien Representatives, Hedge Providers and fifthBank Product Providers on a pro rata basis for each Series of Junior Lien Debt, Hedging Obligations constituting Junior Lien Obligations and Bank Product Obligations constituting Junior Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Junior Lien Representative, to pay such Junior Lien Representative on their behalf) for application to the surplus, if any, to whomever payment of all such outstanding Junior Lien Debt and any such other Junior Lien Obligations that are then due and payable and so secured (for application in such order as may be lawfully entitled to receive such surplus. To provided in the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Junior Lien Documents applicable Secured Parties in proportion to the respective Junior Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including all interest 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 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) 103% 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 constituting Junior Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuers or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such timeother Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral 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 Collateral so released by that Series. This Agreement constitutes a separate agreement in writing as contemplated by Section 10.12 may 3.4(c) THIRD and Section 3.4(e) SECOND of the Crossing Lien Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be amended (and allocated under such clauses of the Lenders hereby irrevocably authorize Crossing Lien Intercreditor Agreement will be allocated in 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 2.6 and 2.8, as applicableorder set forth above.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Lender L/C Issuer on account of amounts then due and outstanding under any of the Loan Credit Documents or under any Secured Hedging Arrangement or Secured Cash Management Agreement shall, except as otherwise expressly provided herein, be applied as follows, in each case until such item is paid in full: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) and indemnities due and owing hereunder under the Credit Documents of the Administrative Agent and or the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of to pay to the Collateral and Agent any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay any fees then due to any Agent under the Credit Documents, third, to pay interest on Agent Advances, fourth, to pay the principal of Agent Advances then outstanding, fifth, 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 in connection with enforcing such Lender’s rights and each of the L/C Issuer, sixth, to pay any fees then due to any of the Lenders and each of the L/C Issuers under the Loan Credit Documents, thirdseventh, to pay interest on accrued in respect of Swing Line Loans, eighth, to pay the principal of all Swing Line Loans then outstanding; fourth, ninth, to pay principal (on a ratable basis) interest accrued in respect of (A) the Revolving Loans then outstanding and (B) any Unreimbursed Amount then outstanding, tenth, to pay (on a ratable basis) (A) the principal of Revolving Loans then outstanding and any Unreimbursed Amount then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable L/C Issuer and (B) any outstanding obligations payable under Secured Hedge Agreements and (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto, and (ii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, eleventh, to pay (ratably) (A) Hedge Obligations and (B) Cash Management Obligations, in each case with any Lender Counterparty (other than pursuant to any Designated Cash Management Agreements or Designated Hedging Agreements, but including any amounts not paid pursuant to clause “tenth”(B)(i) above) permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsCredit Documents (notwithstanding the foregoing, ratably among the applicable Secured Parties in proportion amounts received from any Credit Party shall not be applied to the respective amounts described in this clause “fourth” payable any Excluded Swap Obligation of such Credit Party), twelfth, to thempay other Obligations then due and owing, and fifththirteenth, 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 “third” or “fourthtenth” 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 L/C Issuer 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 “tenth”. To the extent any amounts available for distribution pursuant to “ninth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders and L/C Issuers based on their respective Pro Rata Shares. To the extent any amounts available for distribution pursuant to clause (A) of clause “tenth” are insufficient to pay all obligations described therein in proportion to the respective amounts described in the applicable clause at full, such time. This Section 10.12 may moneys shall be amended (and allocated pro rata among 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 2.6 and 2.8, as applicableL/C Issuers based on their respective Pro Rata Shares.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee pursuant to the Parity Lien Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with, and pursuant to the terms of, any Parity Lien Security Document; SECOND, to the Notes Trustee and each other Parity Lien Representative (if any) for application to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the applicable Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); and THIRD, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, surplus remaining after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any payment in full in cash of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Grantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct. At any time when the Intercreditor Agreement is in effect, the foregoing order of application shall be in all respects subject to the provisions of the Intercreditor Agreement.

Application of Proceeds. The Lenders and Notwithstanding any other provisions of the Administrative Agent agree, as among such parties, as follows: subject Loan Documents to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementcontrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all amounts collected or received by the Administrative Agent or any Lender on account 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 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 Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of such fees, indemnities, expenses and other amounts then due and outstanding under 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 Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest, Term Loan Documents shallCredit Agreement Additional Obligations, except as otherwise expressly provided hereinand Revolving Credit Agreement Additional Obligations), be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees ratably among the Secured Parties according to the extent provided herein) amounts of such fees, indemnities and other amounts then due and owing hereunder of and remaining unpaid to the Administrative Agent and Secured Parties; Fourth, to the Collateral Agent, for application by the Collateral Agent in connection with enforcing the rights to payment of that portion of the Agents Secured Obligations constituting accrued and the Lenders under the Loan Documents (including all expenses of sale or other realization of unpaid interest on or in respect of the Collateral 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), ratably among the Secured Parties according to the amounts of such accrued and any sums advanced unpaid interest then due and owing and remaining unpaid to the Secured Parties; Fifth, to the Collateral Agent, for application by the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders Secured Obligations constituting (a) unpaid principal on or in connection with enforcing such Lender’s rights under respect of the Loan DocumentsSecured Obligations, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as (b) Term Loan Facility Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the applicable Secured Parties in proportion according to the respective amounts described in this clause “fourth” payable of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to them, and fifththe Secured Parties; Sixth, to pay the surplusCollateral Agent, for application by the Collateral Agent to payment of all other Secured Obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses First through Fifth above, ratably among the Secured Parties according to the amount of the Secured Obligations and other obligations then due and owing and remaining unpaid to the Secured Parties; and Seventh, the balance, if any, to whomever the Company or as otherwise required by law. Notwithstanding anything set forth in this Section 4.04, (a) 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 4.04, and (b) Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations shall be excluded from the application described in this Section 4.04 if the Collateral Agent has not received notice of such obligations as required pursuant to the Loan Documents, together with such supporting documentation as the Collateral Agent may be lawfully request. In making the determination and allocations required by this Section 4.04, with respect to any Senior Notes Indenture, the Collateral Agent may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the amounts of 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 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 to receive in accordance with this Agreement, such surplus. To Secured Party shall hold such payment or recovery in trust for the extent any amounts available benefit of all Secured Parties for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullaccordance with this Section 4.04. By accepting the benefits of this Agreement, such moneys shall be allocated pro rata among each of the applicable Secured Parties hereby agrees not to challenge or question in proportion to any proceeding the respective amounts described validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the applicable clause at such time. This Section 10.12 may be amended (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 the Lenders hereby irrevocably authorize the Administrative Agent to enter into ratable sharing of 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 2.6 and 2.8, as applicableLien.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsAgreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 Administrative Agent and the 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)Documents, second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themoutstanding, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee Agreement) with respect to any Guarantor shall not be amended (paid with amounts received from such Guarantor or its assets and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Excluded Obligations shall be disregarded in any such amendment) application of Collection Amounts pursuant 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 2.6 and 2.8, as applicable.preceding paragraph

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 Borrower Representative 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, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Lien Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance proceeds thereof received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Lien Collateral Agent or any Lender on account First Lien Claimholder shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents; provided, that any non-cash Collateral or non-cash proceeds may be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall, in the following order, (x) unless a Discharge of Second Lien Obligations has already occurred, deliver any remaining proceeds of Collateral held by it to the Initial Second Lien Collateral Agent to be applied by the Second Lien Collateral Agents to the Second Lien Obligations in such order as specified in the Second Lien Documents until a Discharge of Second Lien Obligations; provided that such proceeds up to $77,320,000 (less any amounts then due applied to repurchase Initial Second Lien Obligations upon the event of an asset sale) in the aggregate shall be first applied to the Initial Second Lien Obligations and outstanding under any proceeds thereafter shall be applied 60% to the Royalty Obligations and 40% to the Initial Second Lien Obligations until the Discharge of Second Lien Obligations shall have occurred, and (y) if a Discharge of Second Lien Obligations has already occurred, apply such proceeds of Collateral to the Excess First Lien Obligations in such order as specified in the First Lien Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay until payment in full in cash of all reasonable out-of-pocket costs such Excess First Lien Obligations and expenses (including reasonable attorneys’ fees thereafter deliver such proceeds of Collateral 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 and the Lenders under the Loan Documents (including all expenses of sale Grantors, their successors or other realization of assigns from time to time, or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe same. To Without limiting the extent obligations of the Second Lien Claimholders under Section 4.2, after the Discharge of First Lien Obligations has occurred, (i) any amounts available for distribution pursuant to clause “third” Collateral or “fourth” above are insufficient to pay all obligations described therein any proceeds thereof received in full, such moneys connection with any Enforcement Action or other exercise of remedies by any Second Lien Claimholder shall be allocated pro rata among distributed in accordance with the applicable Secured Parties terms of this Section 4.1 and (ii) upon the Discharge of Second Lien Obligations, the Second Lien Collateral Agent shall, in proportion the following order, (x) if there are any Excess First Lien Obligations, deliver any remaining proceeds of Collateral held by it to the respective amounts described First Lien Collateral Agent, for application by the First Lien Collateral Agent to the Excess First Lien Obligations in such order as specified in the applicable clause First Lien Loan Documents until payment in full in cash of all Excess First Lien Obligations, and (y) if at such time there are no Excess First Lien Obligations, deliver any remaining proceeds of Collateral to the Grantors, their successors or assigns from time to time. This Section 10.12 , or to whomever may be amended (and lawfully entitled to receive 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 2.6 and 2.8, as applicablesame.

Application of Proceeds. The Lenders and Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment in full of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the Collateral Administrative Agent in connection with enforcing the rights such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Agents 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 Lenders Secured Obligations, as the case may be, the repayment of all advances made by the Collateral Agent 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 extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights respective Secured Parties arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Documents and amounts payable under Sections 2.17 and 2.23 of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsthis Agreement), ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” SECOND payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.;

Application of Proceeds. The Lenders and Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment in full of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the Collateral Administrative Agent in connection with enforcing the rights such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Agents 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 Lenders Secured Obligations, as the case may be, the repayment of all advances made by the Collateral Agent 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 extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights respective Secured Parties arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Documents and amounts payable under Sections 2.17 and 2.23 of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsthis Agreement), ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” SECOND payable to them, and fifth; THIRD, to pay the surpluspayment in full of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations (other than Secured Swap Obligations and Secured Cash Management Obligations) arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause THIRD payable to them; FOURTH, to the applicable clause at such time. This Section 10.12 may be amended (payment in full of that portion of the Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations, ratably among the Lenders and the Lenders hereby irrevocably authorize counterparties referred to in the Administrative Agent to enter into any such amendment) definitions of Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations that are parties thereto in proportion to the extent necessary respective amounts described in this clause FOURTH payable to reflect differing amounts payablethem; and FIFTH, and priorities of paymentsthe balance, if any, after the Secured Obligations have been paid in full, to Lenders participating in the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any new classes Guarantor shall not be paid with amounts received from such Guarantor or tranches of loans added pursuant its assets, but appropriate adjustments shall be made with respect to Sections 2.6 and 2.8, as applicablepayments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and Collateral Agent shall, subject to the Administrative Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent agreeof its remedies hereunder, as among such partieswell as any Collateral consisting of cash at any time when remedies are being exercised hereunder, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 incurred by the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement or any of the Agents Secured Obligations secured by such Collateral, including without limitation all court costs and the Lenders under the Loan Documents (including all fees and expenses of sale its agents and legal counsel, the repayment of all advances made by the Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement on behalf of any Pledgor, any other realization costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between the Credit Agreement Secured Parties, the Notes Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution (or in respect accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall (i) the proceeds of any collection or sale of any Notes Excluded Collateral be applied to the Notes Obligations nor (ii) the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sums advanced sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may officer or be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 answerable in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableway for the misapplication thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all amounts collected or received any part of the Senior Notes Pledged Collateral and any cash held shall be applied by the Administrative Senior Notes Collateral Agent or any Lender on account in the following order of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followspriorities: first, to pay all reasonable out-of-pocket costs and payment of the expenses (of such sale or other realization, including reasonable attorneys’ fees compensation to agents and counsel for the extent provided herein) due Senior Notes Collateral Agent, and owing hereunder of all expenses, liabilities and advances incurred or made by the Administrative Agent and the Senior Notes Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral therewith, and any sums advanced to other unreimbursed fees and expenses for which the Senior Notes Collateral Agent or is to preserve its security interest in the Collateral), be reimbursed pursuant to Section 15 hereof; second, to pay all reasonable out-of-pocket costs and expenses the ratable payment (including reasonable attorneys’ fees based on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the extent provided hereintime of distribution) due and owing hereunder of each of the Lenders in connection with enforcing accrued but unpaid interest on such Lender’s rights under the Loan Documents, outstanding Senior Notes; third, to pay interest the ratable payment (based on Loans then outstandingthe principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of unpaid principal of such outstanding Senior Notes; fourth, to pay the ratable payment (based on the principal amount of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured Senior Notes deemed by the Security Agreement as Term Loan Facility Indenture to be outstanding at the time of distribution) of all other Obligations, ratably among the applicable Secured Parties until all Obligations shall have been paid in proportion to the respective amounts described in this clause “fourth” payable to them, full; and fifth, to pay the surpluspayment to all persons who may be entitled by law thereto (including, if anywithout limitation, the Price Note Collateral Agent until such time as the Senior Notes Collateral Agent has received written notice from the Price Note Collateral Agent that the obligations of the Pledgor under the Price Note and the Price Note Purchase Agreement have been satisfied in full), or as a court of competent jurisdiction may direct, until all obligations to such persons shall have been paid in full; and finally, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion payment to the respective amounts described in the applicable clause at Pledgor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other ABL Intercreditor Agreement or any other applicable Intercreditor Agreement Supplemententered into pursuant to this Agreement or any other Loan Document, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at the Agent’s election, the Agent may, notwithstanding the provisions of Section 2.11, apply all amounts collected or received any part of the net proceeds of US Collateral realized through the exercise by the Administrative Agent of its remedies under the US Security Documents, whether or not held in any Lender on account of amounts then due Collateral Account, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in the US Security Documents, except as otherwise expressly in payment of the US Obligations in the following order (provided hereinthat 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, be applied as follows: firstthen 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 pay all reasonable out-of-pocket costs payment of that portion of the US Obligations constituting fees, indemnities, expenses and expenses other amounts (other than principal and interest, US Cash Management Obligations, obligations under US Specified Swap Contracts and Reimbursement Obligations, but including reasonable 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 respect of US Letters of Credit, and, to the extent provided hereinpayable under clause First, attorneys’ fees) due payable to the US Secured Parties (including attorneys’ fees payable under this Agreement and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders amounts payable under the Loan Documents (including all expenses of sale or other realization of or 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 the Collateral and any sums advanced US Swingline Loans (including interest) then due to the Collateral Agent or to preserve its security interest in the Collateral), secondUS Swingline Lender; Fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay US Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the US Revolving Credit Loans then outstanding; fourth, to pay principal and LC Disbursements in respect of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsUS Letters of Credit, ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause “fourth” Fourth payable to them, and fifth; Fifth, to pay payment of that portion of the surplusUS Obligations constituting (or constituting guarantees of) unpaid principal of the US Revolving Credit Loans and Reimbursement Obligations in respect of US Letters of Credit, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any 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 available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof US Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause Fifth held by them; Sixth, as provided in clauses First through Fifth of Section 7.3(b); Seventh, to the applicable clause at such time. This Section 10.12 may be amended payment of amounts (or constituting guarantees of amounts) then due and 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 Agent and the Lenders hereby irrevocably authorize other US Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) US Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other US Secured Parties on such date; Eighth, as provided in clause Sixth of Section 7.3(b) below; and priorities Ninth, the balance, if any, after all of paymentsthe US Obligations have been paid in full, to Lenders participating in the relevant US Loan Party or as otherwise required by applicable Requirements of Law. Notwithstanding the foregoing, amounts received from any new classes or tranches Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Loan Party.

Application of Proceeds. The Lenders After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Administrative Agent agreeDischarge of Senior Debt Obligations has not occurred, as among such parties, as follows: subject to the terms of the Security Agreementwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, any Junior Lien Intercreditor Agreement(x) Shared Collateral or Proceeds thereof, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due and owing hereunder of the Administrative Agent Senior Secured Parties and the Collateral Agent Second Priority Debt Parties are entitled to the same under the applicable Senior Debt Documents and Second Priority Debt Documents, Restricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies with respect to Shared Collateral, the Restricted Assets or the Grantors as a going concern or received in respect of any Insolvency or Liquidation Proceeding, shall be applied by the Collateral and any sums advanced Designated Senior Representative to the Collateral Agent or to preserve its security interest Senior Debt Obligations in such order as specified in the Collateral)relevant Senior Debt Documents until the Discharge of Senior Debt Obligations has occurred. Upon the Discharge of Senior Debt Obligations, secondeach applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any (x) Shared Collateral or Proceeds thereof, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due the Senior Secured Parties and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights Second Priority Debt Parties are entitled to the same under the Loan applicable Senior Debt Documents and Second Priority Debt Documents, thirdRestricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Designated Second Priority Representative to the respective amounts described Second Priority Debt Obligations in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablerelevant Second Priority Debt Documents.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the immediately succeeding paragraph and the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) 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 follows: 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 reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents 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 hereunder of 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 Revolving Issuing Lender with respect to a Revolving Letter of Credit, any Revolving L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Revolving Issuing Lender under a Revolving 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 Revolving Issuing Lender against such Revolving 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; fourth(5) fifth, to pay (on a ratable basis) principal of Loans then outstanding and outstanding, obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Bank Products Agreements secured by the Security Agreement as Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above (or in the case of Term Loan Facility Letters of Credit, the immediately succeeding paragraph), and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent (in the case of Term L/C Obligations, ratably among the applicable Secured Parties in proportion to the respective extent not cash collateralized as provided in the immediately succeeding paragraph); (6) sixth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in of such obligations. Notwithstanding the applicable clause at such time. This Section 10.12 may be amended foregoing, with respect to any Term C Loan Collateral Account (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into all amounts deposited therein or credited thereto), any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating Collection Amounts so received in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, respect thereof shall be applied as applicable.follows:

Application of Proceeds. The Lenders With respect to any prepayments made by Borrower pursuant to Section 1.5(e) and the Administrative Agent agreeany payments of Term Loans pursuant to Section 1.5(a), as among such parties, prepayments shall be applied as follows: subject first, in payment of the Term Loan pro rata against all remaining Scheduled Installments until such Term Loan shall have been prepaid in full; second, to reduce the outstanding principal balance of the Swing Line Loan outstanding to Borrower until the same has been repaid in full; third, to the terms Revolving Credit Advances constituting Index Rate Loans outstanding until the same has been repaid in full but not as a permanent reduction of the Security AgreementRevolving Loan Commitment; and fourth, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during Revolving Credit Advances constituting LIBOR Loans outstanding to Borrower until the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any same have been repaid in full but not as a permanent reduction of the Revolving Loan Documents shallCommitment. With respect to any prepayments made by Borrower pursuant to Sections 1.5(c) and Section 1.5(d) , except as otherwise expressly provided herein, such prepayments shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to reduce the extent provided herein) due and owing hereunder outstanding principal balance of the Administrative Agent and Swing Line Loan outstanding to Borrower until the Collateral Agent same has been repaid in connection with enforcing the rights of the Agents and the 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), full; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the Revolving Credit Advances constituting Index Rate Loans outstanding to Borrower until the extent provided herein) due and owing hereunder of each same has been repaid in full but not as a permanent reduction of the Lenders in connection with enforcing such Lender’s rights under the Revolving Loan Documents, Commitment; third, to pay interest on the Revolving Credit Advances constituting LIBOR Loans then outstandingoutstanding to Borrower until the same have been repaid in full but not as a permanent reduction of the Revolving Loan Commitment; and fourth, to pay principal in payment of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive pro rata against all remaining Scheduled Installments until such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Term Loan shall have been prepaid in full. Considering each type of Loan being prepaid separately, any such moneys prepayment shall be allocated pro rata among applied first to Index Rate Loans of the applicable Secured Parties type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in proportion to the respective amounts described each case in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into a manner which minimizes 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 2.6 and 2.8, as applicableresulting LIBOR Breakage Costs.

Application of Proceeds. The Lenders proceeds from any sale, lease, or other disposition made pursuant to this Article VII, or the proceeds from the surrender of any insurance policies pursuant hereto, or any Rents collected by Beneficiary from the Mortgaged Property, or the reserve for Impositions and insurance premiums, if any, required by the Administrative Agent agreeprovisions of this Deed of Trust or sums received pursuant to Section 8.1 hereof, or proceeds from insurance which Beneficiary elects to apply to the Indebtedness pursuant to Section 8.2 hereof, shall be applied by Trustee, or by Beneficiary, as among such partiesthe case may be, as follows: subject to the terms Indebtedness in the following order and priority: (i) to the payment of all expenses of advertising, selling, and conveying the Mortgaged Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and a reasonable fee or commission to Trustee, not to exceed five percent (5%) of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement proceeds thereof or any Intercreditor Agreement Supplement, after sums so received; (ii) to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any remainder of the Loan Documents shall, except as otherwise expressly provided herein, be applied Indebtedness as follows: first, 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 and the 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)remaining accrued but unpaid interest, second, to pay all reasonable out-of-pocket costs the matured portion of principal of the Indebtedness, and expenses third, to prepayment of the unmatured portion, if any, of principal of the Indebtedness applied to installments of principal in inverse order of maturity; (including reasonable attorneys’ fees iii) the balance, if any and to the extent provided herein) due applicable, remaining after the full and owing hereunder of each final payment of the Lenders in connection with enforcing such Lender’s rights under Indebtedness and full performance and discharge of the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described holder or beneficiary of any inferior liens covering the Mortgaged Property, if any, in this clause “fourth” payable order of the priority of such inferior liens (Trustee and Beneficiary shall hereby be entitled to them, rely exclusively upon a commitment for title insurance issued to determine such priority); and fifth, to pay (iv) the surpluscash balance, if any, to whomever may be lawfully entitled to receive such surplusthe Grantor. To the extent any amounts available for distribution pursuant to clause “third” The application of proceeds of sale or “fourth” above are insufficient to pay all obligations described therein in full, such moneys other proceeds as otherwise provided herein shall be allocated pro rata among deemed to be a payment of the applicable Secured Parties Indebtedness like any other payment. The balance of the Indebtedness remaining unpaid, if any, shall remain fully due and owing in proportion to accordance with the respective amounts described in terms of the applicable clause at such time. This Section 10.12 may be amended (and Credit Agreement, the Lenders hereby irrevocably authorize Notes or 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 2.6 and 2.8, as applicableother Loan Documents.

Application of Proceeds. The Lenders Unless and until the Administrative Agent agreeDischarge of Senior Priority Obligations has occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Priority Representative to the Senior Priority Obligations (and, solely to the extent the Discharge of Second Priority Obligations has occurred, to the Excess Senior Priority Obligations) in such order as among such partiesspecified in the relevant Senior Priority Debt Documents and, as follows: if applicable, the First Lien Intercreditor Agreement (which application shall, subject to Section 6.04, be accompanied by a permanent reduction in Senior Priority Obligations). Upon the terms Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall, so long as the Security AgreementDischarge of Second Priority Obligations has not occurred, deliver promptly to the Designated Second Priority Representative any Junior Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Obligations (and, solely to the extent no Excess Senior Priority Obligations remain outstanding, to the Excess Second Priority Obligations) in such order as specified in the relevant Second Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement; provided that upon the Discharge of Second Priority Obligations, if any Other Excess Senior Priority Obligations remain outstanding, (x) the Designated Second Priority Representative shall deliver to the Designated Senior Priority Representative any Shared Collateral (including, for the avoidance of doubt, possession and control of any Pledged or Controlled Collateral) or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Priority Representative to the Excess Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement or any Intercreditor Agreement Supplementand (y) if, after giving effect to the occurrence foregoing clause (x), no Excess Senior Priority Obligations remain outstanding, the Designated Senior Priority Representative shall deliver to the Designated Second Priority Representative any Shared Collateral (including, for the avoidance of doubt, possession and during control of any Pledged or Controlled Collateral) or proceeds thereof held by it in the continuance same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of an Event of Defaultcompetent jurisdiction may otherwise direct, all amounts collected or received to be applied by the Administrative Agent or Designated Second Priority Representative to any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except Excess Second Priority Obligations in such order as otherwise expressly provided herein, be applied as follows: first, 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 and the 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 specified in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusrelevant Second Priority Debt Documents and, if anyapplicable, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableSecond Lien Intercreditor Agreement.

Application of Proceeds. The Lenders and In the Administrative Agent agree, as among such parties, as follows: subject event of the realization of Proceeds of any collection or disposition of Collateral pursuant to the terms exercise of remedies under the Security AgreementCollateral Documents, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during Collateral Agent shall distribute such Proceeds to the continuance specified Persons in the following order of an Event of Default, all amounts collected or received by the Administrative Agent or any 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 followspriority: firstFIRST, to pay all reasonable out-of-pocket costs the payment of advances made and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and liabilities incurred by the Collateral Agent in order to protect the Liens granted by the Collateral Documents or the Collateral, with interest thereon at the rate that would then be applicable to the Senior Secured Notes, and the payment of all reasonable costs and expenses incurred by the Collateral Agent, the Trustee or a Term Loan Agent in connection with enforcing the rights preservation, collection, foreclosure or enforcement of the Agents and Liens granted by the Lenders under Collateral Documents or any interest, right, power or remedy of the Loan Documents (Collateral Agent or in connection with the collection or enforcement of any of the Finance Obligations in any Insolvency Proceeding, including all expenses reasonable fees and disbursements of sale attorneys, accountants, consultants, appraisers and other professionals engaged by the Collateral Agent, the Trustee or other realization a Term Loan Agent and reasonable compensation of the Collateral Agent, the Trustee or a Term Loan Agent for services rendered in connection therewith; SECOND, to the payment of accrued and unpaid interest on the Senior Secured Notes, on any applicable Term Loans and on any applicable Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); THIRD, to the payment of any due and unpaid premium, if any, in respect of the Collateral prepayment or payment of the Senior Secured Notes and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)Term Loans, second, to pay all reasonable outon a pro-of-pocket costs and expenses rata basis (including reasonable attorneys’ fees to the extent provided herein) the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); FOURTH, to the payment of the due and owing hereunder of each unpaid principal of the Lenders Senior Secured Notes and any Term Loans and the then unpaid amount of the Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in connection with enforcing such Lender’s rights under the Loan Documents, thirdthis clause in full); FIFTH, to pay interest on Loans then outstanding; fourth, to pay principal any remaining unpaid amounts of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management the Note/Term Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective (other than amounts described in this clause “fourth” payable to themSIXTH below) and of the Swap Obligations, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro on a pro-rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended basis (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary the remaining Proceeds are not sufficient to reflect differing amounts payable, and priorities of paymentsmake the distribution referred to in this clause in full); SIXTH, to Lenders participating the payment of the fees of legal counsel for each Term Lender, if applicable, on a pari passu basis in accordance with the terms of a Term Loan Agreement and any new classes Term Loan Documents; and SEVENTH, to other Persons as their interests may appear or tranches as instructed by a court of loans added competent jurisdiction. No party hereto shall be entitled to a distribution on any lower priority pursuant to Sections 2.6 clauses FIRST through SEVENTH above unless and 2.8, as applicableuntil all higher priorities have been paid in full.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms After an event of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Loan Documents shallDischarge of Senior Obligations has not occurred, except as otherwise expressly provided herein, be applied as follows: first, 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 Shared Collateral Agent or Proceeds thereof received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied: (a) first, by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Debt Documents until the Discharge of Senior Obligations has occurred (together with, in the case of repayment of any revolving credit or similar loans, a permanent reduction in respect the commitments thereunder), (b) second, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations until the Discharge of Second Priority Debt Obligations has occurred, (c) third, shall be applied by the Designated Senior Representative to any obligations (including any Excluded Senior Obligations) owed to the Senior Secured Parties in excess of the Collateral Maximum Senior Principal Amount and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereind) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal the Grantors or as a court of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured competent jurisdiction may otherwise direct. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Security Agreement Designated Second Priority Representative to the Second Priority Debt Obligations in such order as Term Loan Facility specified in the relevant Second Priority Debt Documents. Upon the Discharge of Second Priority Debt Obligations, ratably among each applicable Second Priority Representative shall deliver promptly to the applicable Designated Senior Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Representative to any obligations owed to the Senior Secured Parties in proportion to excess of the respective amounts described Maximum Senior Principal Amount in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablerelevant Senior Debt Documents.

Application of Proceeds. The Lenders and (a) If any Collateral is sold or otherwise realized upon by the Administrative Agent agreeCollateral Trustee in connection with any foreclosure, as among collection or other enforcement of Priority Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such partiesforeclosure, as follows: collection or other enforcement will be distributed by the Collateral Trustee, subject to the provisions of the Intercreditor Agreement, in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of Indebtedness and other obligations, other than Priority Lien Obligations and Subordinated Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Term Loan Obligations and other Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Term Loan Obligations and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any Junior other Subordinated Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Subordinated Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Subordinated Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Subordinated Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Subordinated 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusSubordinated Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Subordinated Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Guarantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders If an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Collateral Agent agreemay apply all or any part of Proceeds constituting Collateral or Mortgaged Property, whether or not held in any Collateral Account, and any proceeds of any Note Guarantee, in payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Collateral Agent in its capacity as among such parties, as follows: subject pursuant to the terms of the Security AgreementNote Documents and any Additional Pari Passu Debt Agreements and incurred and unpaid fees and expenses of the Trustees in its capacity as such pursuant to the terms of the Note Documents and any Additional Pari Passu Agent pursuant to the terms of the applicable Additional Pari Passu Agreements; Second, to the Trustees and the representatives of any Junior Lien Intercreditor Agreementclass of Permitted Additional Pari Passu Obligations, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received for application by the Administrative Agent or any Lender on account it towards payment 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 all reasonable out-of-pocket costs owing 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral and any sums advanced Secured Obligations, pro rata among the Secured Parties according to the Collateral Agent or to preserve its security interest in amounts of the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Secured Obligations then due and owing hereunder of each of and remaining unpaid to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion accordance with the terms of the Indenture and Additional Pari Passu Agreements, as applicable; Third, any balance remaining after the Secured Obligations shall have been paid in full, provided no letters of credit shall be outstanding under any Additional Pari Passu Agreements (unless the outstanding amount of the letter of credit obligations related thereto has been cash collateralized in an amount and manner satisfactory to the respective amounts described in this clause “fourth” payable relevant issuing lender) and all commitments under any Additional Pari Passu Agreements shall have terminated, shall be paid over to them, and fifth, the Issuer or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To In making the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fulldetermination and allocations required by this Section 6.5, such moneys shall be allocated pro rata among the Collateral Agent may conclusively rely upon information supplied by the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Additional Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in proportion to the respective amounts described in the applicable clause at reliance on such time. This Section 10.12 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 2.6 and 2.8, as applicableinformation.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided herein) due and owing hereunder of the Administrative Agent and amounts payable under Sections 2.17 and 2.23) payable to the Collateral Administrative Agent in connection with enforcing the rights its capacity as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or other realization of or and amounts payable under Section 2.17 and 2.23 and not specifically referred to in respect of the Collateral clauses third and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateralfourth below), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders hereby irrevocably authorize and counterparties referred to in the Administrative Agent to enter into any such amendment) definitions of Secured Swap Obligations and Secured Cash Management Obligations that are parties thereto in proportion to the extent necessary respective amounts described in this clause Fourth payable to reflect differing amounts payablethem; and last, and priorities of paymentsthe balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any Intercreditor Agreement and, thereafter, to Lenders participating the Borrower or as otherwise required by Law. 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 any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders Lenders, the Administrative Agent, the ABL Collateral Agent and the Administrative Agent Issuing Lender agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreements, after the occurrence and during the continuance of a Liquidity Event or an Event of Default, all amounts collected or received by the Administrative Agent Agent, the ABL 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, shall be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, 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 ABL Collateral Agent in connection with enforcing the rights of the Agents 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), secondthird, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Tranche A Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations then outstanding, and Cash Management to cash collateralize any outstanding L/C Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion on terms reasonably satisfactory to the respective amounts described in this clause “fourth” payable Administrative Agent, sixth to them, pay interest on and fifththen principal of Tranche A-1 Loans then outstanding 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 “third” or “fourthfifth” 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 (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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableCommitment Percentages.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.8 and 2.82.9, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs fees 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, second, on a pro rata basis to the repayment in full of all Waiver Period Revolving Credit Loans disbursed to the Borrowers from the Relending Account (as defined in clause (b) below) then outstanding until such Loans are paid in full, which shall automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to the aggregate amount of such repayments of Waiver Period Revolving Credit Loans, third, on a pro rata basis to pay interest on Loans then outstanding; fourth, to pay principal the repayment in full of the Waiver Period Revolving Credit Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by until such Loans are paid in full, which shall automatically result in a permanent reduction of the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Total Revolving Credit Commitments in proportion an amount equal to the respective amounts described aggregate amount of such repayments of Waiver Period Revolving Credit Loans, fourth, on a pro rata basis to the repayment in this clause “fourth” payable full of the Obligations (other than Waiver Period Revolving Credit Loans) then due and owing until such Obligations are paid in full, which shall, in the case of repayments of Revolving Credit Loans, automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to themthe aggregate amount of such repayments of Revolving Credit Loans, and fifth, on a pro rata basis to pay the surplusprepayment in full of the Obligations (other than Waiver Period Revolving Credit Loans) then outstanding until such Obligations are paid in full, if anywhich shall, in the case of prepayments of Revolving Credit Loans, automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to whomever the aggregate amount of such prepayments of Revolving Credit Loans and sixth, any balance of such proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive such surplusthe same. To For the extent any amounts available for distribution avoidance of doubt, (x) reductions of Revolving Credit Commitments made pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys the terms of this Section shall not be allocated pro rata among the applicable Secured Parties in proportion subject to the respective limitations on amounts described of (or multiples of amounts of) reductions set forth in the applicable clause at such time. This last sentence of Section 10.12 may be amended 2.12 of the Credit Agreement and (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmenty) to the extent necessary to reflect differing amounts payable, and priorities optional prepayments of payments, to Lenders participating in any new classes or tranches of loans added Revolving Credit Loans made pursuant to Sections 2.6 and 2.8, as applicableSection 2.13 of the Credit Agreement shall not result in a reduction of the Total Revolving Credit Commitments.

Application of Proceeds. The Lenders After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Administrative Agent agreeDischarge of Senior Obligations has not occurred, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Senior Representatives to the Senior Obligations in such order as among such partiesspecified in the relevant Senior Debt Documents (including the Equal Priority Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, the Designated Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations as follows: subject (a) first, to the payment of all amounts owing to each Second Priority Representative (each in its capacity as such) pursuant to the terms of any Second Priority Debt Documents, (b) second, subject to Section 1.03, to the Security Agreementpayment in full of the Second Priority Debt Obligations under each Second Priority Debt Facility on a ratable basis, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementwith such payments to be applied to the Second Priority Debt Obligations under a Second Priority Debt Facility in accordance with the terms of the relevant Second Priority Debt Documents and (c) third, after (i) payment in full of all Second Priority Debt Obligations and (ii) the occurrence and during the continuance termination or expiration of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding commitments to lend under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstSecond Priority Debt Documents, 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 Borrower and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale other Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, as their interests may appear, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same, or as a court of competent jurisdiction may direct. To Notwithstanding the extent foregoing, with respect to any amounts available Second Priority Collateral for distribution pursuant to clause “third” which a third party (other than a Second Priority Debt Party) has a lien or “fourth” above are insufficient to pay all obligations described therein security interest that is junior in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion priority to the respective amounts described security interest of any Second Priority Debt Facility but senior (as determined by appropriate legal proceedings in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into case of any such amendmentdispute) to the extent necessary security interest of any other Second Priority Debt Facility (such third party, an “Intervening Creditor”), the value of any Second Priority Collateral or any Proceeds allocated to reflect differing amounts payable, and priorities such Intervening Creditor shall be deducted on a ratable basis solely from the Second Priority Collateral or Proceeds to be distributed in respect of payments, the Second Priority Debt Facility with respect to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablewhich such Impairment exists.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodity Agreements and Cash Management Obligations Bank Product Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections Subsections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and (a) If any Collateral is sold or otherwise realized upon by the Administrative Agent agreeCollateral Trustee in connection with any foreclosure, as among collection, sale or other enforcement of Liens granted to the Collateral Trustee pursuant to the Security Documents, the proceeds received by the Collateral Trustee from such partiesforeclosure, as follows: collection, sale or other enforcement will, subject to any mandatory provision of law applicable to such Collateral or Security Document, be distributed by the Collateral Trustee in the following order of application: FIRST, to the payment of all amounts due and payable under this Agreement on account of the Collateral Trustee's fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited, to indemnification payments and reimbursements); SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt Obligations, secured by a Permitted Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is required to be discharged in connection with such sale; THIRD, equally and ratably, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the applicable Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, any equally and ratably, to the respective Junior Lien Intercreditor Agreement, Representatives for application to the payment of all outstanding Junior Lien Debt and any Other Intercreditor Agreement or 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 or any Lender on account of amounts other Junior Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Junior Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Junior Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Junior Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusJunior Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Junior Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid 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 2.6 and 2.8applicable Grantor, as applicablethe case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders and Subject to Section 2.17, the Administrative Agent agreeaggregate amount of any prepayment of Term Loans that is required pursuant to this Section 2.05(b) shall be made to each Term Loan Tranche on a pro rata basis (or, as among such parties, as follows: subject if agreed to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received in writing by the Administrative Agent or Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallamount to be applied more favorably, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinotherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) due and owing hereunder (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the Administrative Agent and proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Collateral Agent Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with enforcing prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the rights remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans under a particular Tranche of a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the Agents then outstanding Base Rate Loans and Eurocurrency Rate Loans or XXXXX Loans under such Tranche; provided that, if there are no Declining Lenders with respect to such prepayment, then the Lenders amount thereof shall be applied first to Base Rate Loans under such Tranche to the Loan Documents (including all expenses of sale full extent thereof before application to Eurocurrency Rate Loans or other realization of or XXXXX Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of the Collateral and any sums advanced such prepayment pursuant to the Collateral Agent or to preserve its security interest Section 3.06; provided, that in the Collateralcase of mandatory prepayments pursuant to Section 2.05(b)(i) and (b)(ii), secondat the Borrower’s sole election, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Indebtedness that is secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever Collateral on a pari passu basis may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated repaid on a pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablebasis.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the proceeds of any foreclosure, collection or other enforcement upon any Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as among may be provided in the Priority Lien Documents (and if not so provided therein, on a pro rata basis) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to a claim in such proceeding, and including the discharge, 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 Security Agreementapplicable Priority Lien Document) or collateralization with a letter of credit in form and substance, and from a financial institution, satisfactory to the respective Priority Lien Representatives (such letter of credit to have a face amount equal to the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Parity Lien Representatives for application to the payment of all outstanding Parity Lien Debt and any Junior other Parity Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall(and if not so provided therein, except as otherwise expressly provided herein, be applied as follows: first, on a pro rata basis) in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge, cash collateralization (at the lower of (1) due and owing hereunder 105% of the Administrative Agent aggregate undrawn amount and (2) the Collateral Agent in connection with enforcing the rights percentage of the Agents and the Lenders aggregate undrawn amount required for release of Liens under the Loan Documents (including all expenses of sale or other realization of or in respect terms of the Collateral applicable Parity Lien Document) or collateralization with a letter of credit in form and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)substance, secondand from a financial institution, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion satisfactory to the respective amounts described in this clause “fourth” payable Parity Lien Representatives (such letter of credit to them, have a face amount equal to the lower of (1) 105% of the aggregate undrawn amount and fifth, to pay (2) the surpluspercentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Parity Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Borrower or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Pledgor, as applicablethe case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders (a) With respect to Collateral, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including proceeds of any title insurance policy required under any Secured Debt Document, in the following order of application: FIRST, to the payment of all documented fees, costs and expenses incurred by the Collateral Trustee and the Administrative Agent agreeIndenture Trustee in connection with such sale, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor collection or realization or otherwise in connection with this Agreement or any Intercreditor Agreement Supplementof the Secured Obligations, after and to any other Collateral Trustee Obligations or obligations owed to the occurrence Indenture Trustee, including all indemnity amounts, court costs and during the continuance reasonable fees and expenses of an Event the Collateral Trustee, the Indenture Trustee and their respective agents and legal counsel, the repayment of Default, all amounts collected or received advances made by the Administrative Agent Collateral Trustee under this Agreement on behalf of any Grantor, and any other documented costs or expenses incurred in connection with the exercise of any Lender on account right or remedy hereunder or in connection with any Notes Document; SECOND, to each Secured Representative for each Series of amounts Secured Debt for application to the payment of all outstanding Secured Debt and any other Secured Obligations that are then due and outstanding under any of the Loan Documents shall, except payable in such order as otherwise expressly may be provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Documents in proportion an amount sufficient to pay in full and discharge all outstanding Secured Obligations that are then due and payable, ratably in accordance with (i) the aggregate outstanding principal amount of Secured Obligations held by holders of such Series of Secured Debt (excluding obligations under Hedge Agreement Documents) and (ii) with respect to the respective amounts described in this clause “fourth” payable Hedge Agreement Obligations held by holders of such Series of Secured Debt, the Hedge Agreement Due Amount for such Series of Secured Debt; and THIRD, any surplus then remaining shall be paid to them, and fifth, the Grantors or their successors or assigns or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To 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 extent Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableObligations).

Application of Proceeds. The Lenders (a) Subject to the Collateral Trust Agreement or any other Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Trustee’s election, the Administrative Agent agree, as among such parties, as follows: subject to the terms may apply all or any part of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, net proceeds (after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any 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 deducting all reasonable out-of-pocket costs costs, fees and expenses of the Collateral Trustee) of Collateral realized through the exercise by the Collateral Trustee of its remedies hereunder, whether or not held in any Collateral Account (as defined in the Collateral Agreement), and any proceeds of the guarantee set forth in the Guarantee Agreement, in payment of the Obligations in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest, and fees under Section 2.13(a) and, if applicable, Section 2.13(b), but including reasonable attorneys’ fees payable under the Credit Agreement and amounts payable under the Guarantee Agreement) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, Cash Management Obligations, Designated L/C Facilities Obligations and Obligations under Designated Hedge Agreements and, to the extent provided hereinpayable under clause First, attorneys’ fees) due and owing hereunder of payable to the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents Secured Parties (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), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees payable hereunder and amounts payable under the Guarantee Agreement), ratably among them in proportion to the extent provided herein) due and owing hereunder amounts described in this clause Second payable to them; Third, to payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay Obligations constituting accrued and unpaid interest on the Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility other Obligations, ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Loans, if anyCash Management Obligations, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullDesignated L/C Facilities and Designated Hedging Obligations, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are then due and the Lenders hereby irrevocably authorize payable to the Administrative Agent to enter into any and the other Secured Parties on such amendment) date, ratably based upon the respective aggregate amounts of all such Obligations owing to the extent necessary to reflect differing amounts payableAdministrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Borrower or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by applicable law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or proceeds of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of upon, all or in respect any part of the Collateral and any sums advanced cash held shall be applied by the Agent in the following order of priorities: FIRST, to payment of the expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection therewith, and any other unreimbursed expenses for which the Agent is to be reimbursed pursuant to Section 11 hereof; SECOND, to the Collateral Agent or to preserve its security interest in ratable payment of unpaid principal of the Collateral), secondFirst Priority Secured Obligations; THIRD, to pay the ratable payment of accrued but unpaid interest on the First Priority Secured Obligations in accordance with the terms thereof; FOURTH, to the ratable payment of all reasonable out-of-pocket costs other First Priority Secured Obligations, until all First Priority Secured Obligations shall have been paid in full; FIFTH, to the ratable payment of all Second Priority Secured Obligations, until all Second Priority Secured Obligations have been paid in full; FINALLY, to payment to the Borrower or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. Any amount distributable pursuant to this Section 13 in respect of any Letter of Credit Exposure consisting of undrawn letters of credit shall be retained by the Agent for payment to the Secured Parties that are issuers thereof at such time as such letters of credit are drawn and expenses (including reasonable attorneys’ fees then only to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing any such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusdraw. To the extent that any amounts available for distribution such letter of credit expires undrawn, any amount then held by the Agent pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein the preceding sentence in full, such moneys respect thereof shall be allocated pro rata among distributed in accordance with the applicable priorities established by this Section 13, it being understood that any reimbursement obligations in respect of such expired letter of credit shall not be included in Secured Parties in proportion to the respective amounts described in the applicable clause at Obligations for purposes of such time. This Section 10.12 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 2.6 and 2.8, as applicabledistribution.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodity Agreements and Cash Management Obligations Bank Product Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the this applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.8 and 2.8, 2.9 as applicable.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Priority Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance proceeds thereof received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Priority Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallFirst Priority Claimholders, except as otherwise expressly provided herein, shall be applied as followsapplied: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the First Priority Collateral Agent to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent First Priority Obligations that are not Excess First Priority Obligations in connection with enforcing the rights of the Agents and the 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 such order as specified in the Collateral), relevant First Priority Loan Documents; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the payment by the Second Priority Collateral Agent pro rata to the extent provided herein) due and owing hereunder Second Priority Note Trustee for application to the Second Priority Obligations that are not Excess Second Priority Obligations in such order as specified in the relevant Second Priority Indenture Documents; third, by the First Priority Collateral Agent to the payment of each of any Excess First Priority Obligations in such order as specified in the Lenders in connection with enforcing such Lender’s rights under the relevant First Priority Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Second Priority Collateral Agent pro rata to the respective amounts described payment to the Second Priority Note Trustee for application to any Excess Indenture Obligations in this clause “fourth” payable to them, such order as specified in the Second Priority Indenture Documents; and fifth, to pay the surplusapplicable Grantor or as otherwise required by applicable law; provided that any non-cash Collateral or non-cash proceeds will be held by the First Priority Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Priority Obligations, if anythe First Priority Collateral Agent shall deliver to the Second Priority Collateral Agent any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements to the Second Priority Collateral Agent, or as a court of competent jurisdiction may otherwise direct, to whomever may be lawfully entitled to receive such surplus. To paid by the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated Second Priority Collateral Agent pro rata among the applicable Secured Parties in proportion to the respective amounts described Second Priority Note Trustee for application to the Second Priority Obligations in such order as specified in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableSecond Priority Indenture Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence After and during the continuance of an Event of Default, any cash held by the Collateral Agent as Pledged Collateral and all amounts collected or cash proceeds received by the Administrative Collateral Agent (all such cash being "PROCEEDS") in respect of any sale of, collection from, or other realization upon all or any Lender on account of amounts then due and outstanding under any part of the Loan Documents shall, except Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies as otherwise expressly a secured creditor as provided herein, in SECTION 11 of this Agreement shall be applied promptly from time to time by the Collateral Agent as follows: firstFIRST, to pay all reasonable out-of-pocket the payment of the costs and expenses (of such sale, collection or other realization, including reasonable attorneys’ fees compensation to the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection with enforcing therewith; SECOND, to the rights payment of the Agents and the Lenders under the Loan Documents Senior Secured Obligations (including all expenses any Aggregate Available Amount (as defined in the Security Agreement) deposits into the L/C Collateral Account for outstanding Letters of sale or other realization Credit, provided that if such Letters of or Credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this SECTION 12 to then outstanding Senior Secured Obligations) for the ratable benefit of the holders thereof; PROVIDED that in making such application in respect of the Collateral and any sums advanced to outstanding obligations under New Senior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (such term being used in this SECTION 12 as defined in Section 7(c) of the Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; THIRD, only after payment in full of all Senior Secured Obligations, to the payment of the Second Priority Secured Obligations for the ratable benefit of the holders thereof; PROVIDED, THAT, that in making such application to the Existing Senior Note Trustees, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the holders of the Existing Senior Notes such holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement, PROVIDED, FURTHER, that in making such application in respect of obligations outstanding under Refinancing Senior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the Refinancing Senior Debt Representatives such Refinancing Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; FOURTH, only after payment in full of all Senior Secured Obligations and all Second Priority Secured Obligations, to the payment of the Third Priority Secured Obligations for the ratable benefit of the holders thereof; PROVIDED, THAT, in making such application in respect of obligations outstanding under New Junior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the New Junior Debt Representatives such New Junior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; and FIFTH, after payment in full of all Secured Obligations, to applicable Pledgor, or its successors or assigns, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such surplusProceeds. To At the extent time of any amounts available for distribution application of Proceeds by the Collateral Agent pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullthis SECTION 12, such moneys the Collateral Agent shall be allocated pro rata among provide the applicable Secured Parties in proportion Existing Senior Note Trustees (only if the Supplemental Indenture Condition has been satisfied) and any Other Permitted Credit Exposure Holder, New Senior Debt Representative, Refinancing Senior Debt Representative and/or New Junior Debt Representative with a certificate setting forth the total amount paid to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Collateral 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 2.6 Section 7(c) of the Intercreditor Agreement and 2.8a calculation of the amounts, if any, deducted from Proceeds paid to Existing Senior Note Trustees, Other Permitted Credit Exposure Holders, New Senior Debt Representatives, Refinancing Senior Debt Representatives or New Junior Debt Representatives, as applicablethe case may be.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or proceeds of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of upon, all or in respect any part of the Collateral and any sums advanced cash held shall be applied by the Agent in the following order of priorities: FIRST, to payment of the expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection therewith, and any other unreimbursed expenses for which the Agent is to be reimbursed pursuant to Section 10 hereof; SECOND, to the Collateral Agent or to preserve its security interest in ratable payment of unpaid principal of the Collateral), secondFirst Priority Secured Obligations; THIRD, to pay the ratable payment of accrued but unpaid interest on the First Priority Secured Obligations in accordance with the terms thereof; FOURTH, to the ratable payment of all reasonable out-of-pocket costs other First Priority Secured Obligations, until all First Priority Secured Obligations shall have been paid in full; FIFTH, to the ratable payment of unpaid principal of the Second Priority Secured Obligations, SIXTH, to the ratable payment of accrued but unpaid interest on the Second Priority Secured Obligations in accordance with the terms thereof; SEVENTH, to the ratable payment of all other Second Priority Secured Obligations, until all Second Priority Secured Obligations shall have been paid in full; EIGHTH, to the ratable payment of unpaid principal of the Third Priority Secured Obligations; NINTH, to the ratable payment of accrued but unpaid interest on Third Priority Secured Obligations in accordance with the terms thereof; TENTH, to the ratable payment of all other Third Priority Secured Obligations, until all Third Priority Secured Obligations shall have been paid in full; ELEVENTH, to the ratable payment of all Fourth Priority Secured Obligations, until all Fourth Priority Secured Obligations have been paid in full; FINALLY, to payment to the Borrower or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. Any amount distributable pursuant to this Section 13 in respect of any Letter of Credit Exposure consisting of undrawn letters of credit shall be retained by the Agent for payment to the Secured Parties that are issuers thereof at such time as such letters of credit are drawn and expenses (including reasonable attorneys’ fees then only to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing any such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusdraw. To the extent that any amounts available for distribution such letter of credit expires undrawn, any amount then held by the Agent pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein the preceding sentence in full, such moneys respect thereof shall be allocated pro rata among distributed in accordance with the applicable priorities established by this Section 13, it being understood that any reimbursement obligations in respect of such expired letter of credit shall not be included in Secured Parties in proportion to the respective amounts described in the applicable clause at Obligations for purposes of such time. This Section 10.12 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 2.6 and 2.8, as applicabledistribution.

Application of Proceeds. The Lenders and Administrative Agent, after deduction of any amounts owing by the Borrower to the Administrative Agent agreeunder Section 9.6, as among such parties, as follows: subject shall remit to each Lender (to the terms extent a Lender is to share therein) such Lender’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Lender’s Percentage of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Facility under which such payments are received. Notwithstanding anything to the contrary in this Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Defaultother Loan Document, all amounts collected or payments received by the Administrative Agent or any Lender on account prior to the occurrence of amounts then due an Event of Default in respect of Rate Hedging Obligations shall be remitted directly to the appropriate counterparty with respect to such Rate Hedging Obligations and outstanding no other Lender shall be entitled to any portion thereof. Each Lender’s interest under any of the Loan Documents shallshall be payable solely from payments, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs collections and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of proceeds actually received by the Administrative Agent under the Loan Documents; and the Collateral Administrative Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s share of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in connection with enforcing such refund. If any Lender becomes a Defaulting Lender, the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Administrative Agent may remit payments received by it to the Collateral Agent or to preserve its security interest in other Lenders until such payments have reduced the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees aggregate amounts owed by the Borrower to the extent provided herein) due and that the aggregate amount of the portion of the Term Loan owing to such Defaulting Lender hereunder is equal to its Percentage of each the aggregate amounts of the portions of the Term Loan owing to all of the Lenders in connection with enforcing such Lender’s rights under hereunder. The foregoing provision is intended only to set forth certain rules for the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to Lenders participating in excuse any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLender from such obligations.

Application of Proceeds. The Lenders (a) Upon the exercise of remedies as set forth in Article VII of the Credit Agreement and subject to the Intercreditor Agreement, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as followsin the following order: subject First, to the terms payment of that portion of the Security Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by ) payable to the Administrative Agent or in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Borrowings, any Lender on account of amounts then fees, premiums and scheduled periodic payments due under Secured Swap Agreements, any fees due under Secured Bilateral LC Facilities and outstanding any fees due under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsAgreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Borrowings, unreimbursed LC Disbursements and any unreimbursed amounts in respect of drawings under letters of credit issued (other than Letters of Credit) under any Secured Bilateral LC Facility, or payments made pursuant to any letters of guaranty, surety bonds or similar arrangements under any Secured Bilateral LC Facility, and fifthto cash collateralize (i) that portion of LC Exposure consisting of the aggregate undrawn amount of Letters of Credit and (ii) the aggregate undrawn amount of letters of credit (other than Letters of Credit) issued under any Secured Bilateral LC Facility and any unreimbursed contingent amounts under any letters of guaranty, to pay the surplussurety bonds or similar arrangements under any Secured Bilateral LC Facility, if anyand any breakage, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” termination or “fourth” above are insufficient to pay all obligations described therein in fullother payments under Secured Swap Agreements and Secured Cash Management Agreements, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and the Lenders hereby irrevocably authorize payable to the Administrative Agent to enter into any and the other Secured Parties on such amendment) date, ratably based upon the respective aggregate amounts of all such Obligations owing to the extent necessary to reflect differing amounts payableAdministrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of payments, to Lenders participating the Obligations have been paid in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8full, as applicabledirected by the Lead Borrower or as otherwise required by law.

Application of Proceeds. The Lenders and Any moneys collected by the Administrative Agent agreeTrustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, as among such parties, as follows: subject to the terms in case of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance distribution of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender such moneys on account of principal or interest, upon presentation of the several Securities in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee pursuant to Section 5.06; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and outstanding under any payable, to the payment of interest on the Securities of such series in default in the order of the Loan Documents shallmaturity of the installments of such interest, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) due and owing hereunder upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Administrative Agent and the Collateral Agent in connection with enforcing the rights Securities of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or such series in respect of the Collateral which moneys have been collected shall have become and any sums advanced shall be then due and payable, to the Collateral Agent or to preserve its security payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest in upon the Collateral)overdue principal, second, 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 in connection with enforcing that such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured has been collected by the Security Agreement Trustee) upon overdue installments of interest at the same rate as Term Loan Facility Obligations, ratably among the applicable Secured Parties rate of interest or Yield to Maturity (in proportion to the respective amounts described case of Original Issue Discount Securities) specified in this clause “fourth” payable to them, the Securities of such series; and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, case such moneys shall be allocated pro rata among insufficient to pay in full the applicable Secured Parties in proportion whole amount so due and unpaid upon the Securities of such series, then to the respective amounts described in the applicable clause at payment of such time. This Section 10.12 may be amended (principal and the Lenders hereby irrevocably authorize the Administrative Agent interest or Yield to enter into Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such amendment) series over any other Security of such series, ratably to the extent necessary aggregate of such principal and accrued and unpaid interest or Yield to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.Maturity; and

Application of Proceeds. The Lenders After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Administrative Agent agreeDischarge of Senior Obligations has not occurred, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Representative to the Senior Obligations in such order as among such partiesspecified in the relevant Senior Debt Documents (including the First Lien Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations as follows: subject (a) first, to the payment of all amounts owing to each Second Priority Representative (each in its capacity as such) pursuant to the terms of any Second Priority Debt Documents, (b) second, subject to Section 1.03, to the Security Agreementpayment in full of the Second Priority Debt Obligations under each Second Priority Debt Facility on a ratable basis, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementwith such payments to be applied to the Second Priority Debt Obligations under a Second Priority Debt Facility in accordance with the terms of the relevant Second Priority Debt Documents and (c) third, after (i) payment in full of all Second Priority Debt Obligations and (ii) the occurrence and during the continuance termination or expiration of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding commitments to lend under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstSecond Priority Debt Documents, 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 Parent Borrower and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale other Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, as their interests may appear, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same, or as a court of competent jurisdiction may direct. To Notwithstanding the extent foregoing, with respect to any amounts available Second Priority Collateral for distribution pursuant to clause “third” which a third party (other than a Second Priority Debt Party) has a lien or “fourth” above are insufficient to pay all obligations described therein security interest that is junior in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion priority to the respective amounts described security interest of any Second Priority Debt Facility but senior (as determined by appropriate legal proceedings in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into case of any such amendmentdispute) to the extent necessary security interest of any other Second Priority Debt Facility (such third party, an “Intervening Creditor”), the value of any Second Priority Collateral or any Proceeds allocated to reflect differing amounts payable, and priorities such Intervening Creditor shall be deducted on a ratable basis solely from the Second Priority Collateral or Proceeds to be distributed in respect of payments, the Second Priority Debt Facility with respect to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablewhich such Impairment exists.

Application of Proceeds. The Lenders From and after the date on which anythe Administrative Agent agree, as among such parties, as follows: subject has taken any action pursuant to the terms this Section 9.2 [Consequences of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, ] and until all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any Obligations of the Loan Documents shallParties have been Paid in Full, except as otherwise expressly provided hereinany and all proceeds received by any Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by any Agent, shall be applied as follows: firstFirst, to pay all reasonable payment of that portion of the Obligations constituting fees, indemnities, out-of-pocket costs expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinAdministrative AgentsAgent and the Collateral Agent) due and owing hereunder of payable to the Administrative Agent and AgentsAgent or the Collateral Agent in connection with enforcing the rights their respective capacities as such; Second, to payment of that portion of the Agents Obligations constituting fees, indemnities and other amounts (other than principal, interest. Letter of Credit Fees and Applicable Prepayment Premium) payable to the Lenders and the Issuing Lenders under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in respective Lenders and the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinIssuing Lenders) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” (b) payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, if anyReimbursement Obligations and other Obligations arising under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (c) payable to them; Fourth, to the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Revolving/TLA Administrative Agent for the account of the Issuing Lenders, to enter into any such amendment) Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent necessary not otherwise Cash Collateralized by the Borrower pursuant to reflect differing amounts payable, and priorities of paymentsthis Agreement; 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 participating 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; Sixth, to payment of that portion of the Obligations constituting the Applicable Prepayment Premium, if any, ratably among the Lenders entitled thereto[reserved] ; and Last, the balance, if any, after all of the Obligations have been indefeasibly Paid in Full, to the Borrower or as otherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any new classes or tranches 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 loans added this clause (a), the Administrative AgentsAgent shall make such adjustments as they determine are appropriate to distributions pursuant to Sections 2.6 and 2.8clause Fifth above from amounts received from a Qualified ECP Loan Party to ensure, as applicablenearly 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 Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agents haveAgent has not received written notice thereof, together with such supporting documentation as the Administrative AgentsAgent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap 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 AgentsAgent pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Lenders (a) At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of Proceeds constituting Collateral or any amount received from any Guarantor pursuant to Section 2 hereof, whether or not held in any Collateral Account in payment of the Obligations in the following order: First , to payment of amounts owing to the Administrative Agent in its capacity as such in accordance with the terms of the Credit Agreement; Second , pro rata (based on the respective amount of the Obligations described in clauses (i), (ii) and (iii) below) to (i) the payment of all other Obligations (other than Equally and Ratably Secured Notes Obligations) due and owing to the Secured Parties for application in accordance with the terms of Section 8.2 of the Credit Agreement, (ii) the TWC Notes Trustee for application to the Equally and Ratably Secured Notes Obligations in respect of the TWC Notes in accordance with the TWC Indenture and (iii) to the TWCE Notes Trustee for application to the Equally and Ratably Secured Notes Obligations in respect of the TWCE Notes in accordance with the TWCE Indenture; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as a court of competent jurisdiction shall direct. (b) In making the determination and allocations required by this Section 7.3, the Administrative Agent may conclusively rely upon information supplied by the TWC Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Equally and Ratably Secured Notes Obligations in respect of the TWC Notes and upon information supplied by the TWCE Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Equally and Ratably Secured Notes Obligations in respect of the TWCE Notes and the Administrative Agent agree, as among such parties, as follows: subject shall have no liability to the terms any of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Secured Parties or any Intercreditor Agreement Supplement, after of the occurrence holders of Equally and during the continuance Ratably Secured Notes Obligations for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party or any holder of an Event of Default, all amounts collected or received Equally and Ratably Secured Notes Obligations in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 7.3 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Administrative Agent shall have no duty to inquire as to the application by the TWC Notes Trustee or the TWCE Notes Trustee of any amounts distributed to the TWC Notes Trustee or the TWCE Notes Trustee by the Administrative Agent. (c) If, despite the provisions of this Agreement, any Secured Party or any Lender holder of Equally and Ratably Secured Notes Obligations shall receive any payment or other recovery in excess of its portion of payments on account of amounts the Obligations to which it is then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.22

Application of Proceeds. The Lenders and the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence all costs and during the continuance of an Event of Default, all amounts collected or received expenses incurred by the Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any Lender on account of amounts then due and outstanding under other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstDocument on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting indemnities and expenses other amounts (including reasonable attorneys’ fees to the extent provided hereinother than principal, interest and fees) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and payable to the Lenders under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in the Collateralrespective Lenders), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” SECOND payable to them, and fifth; THIRD, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid fees and interest on the Loans and other Secured Obligations, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause THIRD payable to them; FOURTH, ratably to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Secured Obligations constituting of unpaid principal of the Loans and Secured Obligations then owing under Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders and the Lenders hereby irrevocably authorize holders of such Secured Swap Obligations and Secured Cash Management in proportion to the respective amounts described in this clause FOURTH held by them; and FIFTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amounts received from any Grantor shall be applied to Excluded Swap Obligations of such Grantor. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to enter into any such amendment) 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 extent necessary purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to reflect differing amounts payable, and priorities see to the application of payments, any part of the purchase money paid over to Lenders participating the Administrative Agent or such officer or be answerable in any new classes or tranches way for the misapplication thereof. The Administrative Agent shall have no liability to any of loans added pursuant the Secured Parties for actions taken in reliance on information supplied to Sections 2.6 it as to the amounts of unpaid principal and 2.8, as applicableinterest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Lenders Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing and the Administrative Agent agreeLoans shall have been accelerated pursuant to Section 8 of the Credit Agreement, as among such partiesat any time at the Collateral Agent’s election, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement the Collateral Agent may apply all or any Intercreditor Agreement Supplementpart of Proceeds constituting Collateral and any proceeds of the guarantee set forth in Section 2, after in payment of the occurrence Secured Obligations, and during shall make any such application in the continuance following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of an Event the Agents under the Loan Documents; Second, to the Collateral Agent, for application by it towards payment in full of Default, all Unfunded Advances/Participations (the amounts collected so applied to be distributed between or received by among the Administrative Agent or and any Issuing Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on account the date of any such distribution); Third, to the Collateral Agent, for application by it towards payment 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 all reasonable out-of-pocket costs owing 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral and any sums advanced Secured Obligations (or, in the case of Letters of Credit, the Cash Collateralization thereof in accordance with Section 8.1 of the Credit Agreement), prorata among the Secured Parties according to the Collateral Agent or to preserve its security interest in amounts of the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Secured Obligations then due and owing hereunder of and remaining unpaid to each of them (or, in the Lenders case of Letters of Credit, the amounts required for such Cash Collateralization); Fourth, any balance of such Proceeds remaining after the Secured Obligations shall have been paid in connection with enforcing such Lender’s rights under the Loan Documentsfull (other than any remaining Additional Obligations, thirdHedge Agreement Obligations, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by contingent or indemnification obligations not then due), no Letter of Credit (that is not Cash Collateralized) shall be outstanding and the Security Agreement as Term Loan Facility ObligationsCommitments shall have been terminated, ratably among the applicable Secured Parties in proportion to the respective amounts described ABL Collateral Agent, in this accordance with the ABL Intercreditor Agreement; and Fifth, any remaining balance after the application in full pursuant to clause “fourth” payable Fourth above, shall be paid over to them, and fifth, the Borrower or to pay the surplus, if any, to whomever may whomsoever shall be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablesame.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodity Agreements and Cash Management Obligations Bank Product Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the this applicable clause at such time. This Section 10.12 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 Sections Subsections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders Lenders, the Administrative Agent, the ABL Collateral Agent and the Administrative Agent Issuing Lender agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien CF Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of a Liquidity Event or an Event of Default, all amounts collected or received by the Administrative Agent Agent, the ABL 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, shall be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, 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 ABL Collateral Agent in connection with enforcing the rights of the Agents 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), secondthird, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Revolving Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations then outstanding, and Cash Management to cash collateralize any outstanding L/C Obligations permitted hereunder on terms reasonably satisfactory to the Administrative Agent and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable to all Obligations on account of Noticed Hxxxxx with Secured Parties in proportion if any to the respective amounts described in this clause “fourth” payable extent reserved, sixth, to them, pay all other Secured Obligations and fifthseventh, 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 “third” or “fourthfifth” 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 (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 applicable Secured Parties in proportion Lenders and Issuing Lenders based on their respective Commitment Percentages. Amounts distributed with respect to any Hedging Obligations shall be the respective amounts described in lesser of the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize maximum Hedging Obligations last reported to the Administrative Agent to enter into any such amendment) or the actual Hedging Obligations as calculated by the methodology reported to the extent necessary Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to reflect differing amounts payablecalculate the amount to be distributed with respect to any Hedging Obligations, and priorities may request a reasonably detailed calculation of paymentssuch 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 assume the amount to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablebe distributed is zero.

Application of Proceeds. The Lenders Any proceeds of Collateral received by the Administrative Agent (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent agreeso elects or the Required Lenders so direct, as among such partiesfunds shall be applied ratably first, as follows: subject to pay any fees, indemnities, or expense reimbursements including amounts then due to the terms Administrative Agent and the Issuing Lenders from the Borrower, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the Security Agreementaggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, and sixth, to the payment of any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by other Obligation due to the Administrative Agent or any Lender on account of by the Borrower. Notwithstanding the foregoing, amounts then due and outstanding under received from any of the Loan Documents shall, except as otherwise expressly provided herein, Party shall not be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the extent provided herein) due and owing hereunder contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, none of the Administrative Agent and or any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (x) on the Collateral Agent in connection with enforcing the rights expiration date of the Agents Interest Period applicable to any such Eurocurrency Loan or (y) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders under shall have the Loan Documents (including continuing and exclusive right to apply and reverse and reapply any and all expenses of sale or other realization of or in respect such proceeds and payments to any portion of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders (a) Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Collateral Agent agreemay, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as among such partiesprovided in Section 6.5) of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, as follows: subject to whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order (provided that if the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance Permitted Amendment provide for application of an Event of Default, all amounts collected or received by the Administrative Agent or any 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 all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees such Proceeds to the extent provided herein) due and owing hereunder payment of any Obligations in a less favorable order, then the Administrative Agent terms of such Permitted Amendment shall govern with respect to such Obligations and the Collateral Agent shall apply such Proceeds in connection with enforcing the rights such different order): First, to payment of that portion of the Agents Obligations constituting fees, indemnities, expenses and the Lenders other amounts (other than principal and interest, but including attorneys fees payable under the Loan Documents (including all expenses Credit Agreement and amounts payable under Section 2 of sale or other realization of or in respect of the Collateral and any sums advanced this Agreement) payable to the Collateral Agent or to preserve in its security interest in the Collateral), secondcapacity as such; Second, to pay all reasonable out-of-pocket costs payment of that portion of the Obligations constituting fees, indemnities and expenses other amounts (other than principal and interest, Cash Management Obligations, obligations under the Specified Hedge Agreements and, to the extent payable under clause First, attorneys’ fees) payable to the Secured Parties (including reasonable attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement), ratably among them in proportion to the extent provided herein) due and owing hereunder amounts described in this clause Second payable to them; Third, to payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay Obligations constituting accrued and unpaid interest on the Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsLC Disbursements, ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Loans and LC Disbursements, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of amounts then due and payable under Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Obligations of the Loan Parties that are then due and payable to the Collateral Agent and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) Obligations owing to the extent necessary to reflect differing amounts payableCollateral Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Borrowers or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by applicable law.

Application of Proceeds. The Subject to the DIP Order, the Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 follows: described below): (1) first, to pay 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 under the Loan Documents, including in connection with enforcing the rights of the Administrative Agent and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the DIP Collateral and any sums advanced to the Administrative Agent or to preserve its security interest in the DIP 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 hereunder to each of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, ; (3) third, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (4) fourth, to pay (on a ratable basis) accrued and unpaid commitment fees on the Commitments pursuant to Section 4.5(b), (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion payable to the respective amounts described in this clause “fourth” payable to them, Administrative Agent and fifththe Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “thirdfifth” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described of such obligations. Notwithstanding the foregoing, Excluded Obligations (as defined in the applicable clause at Guarantee Agreement) with respect to any Guarantor shall not be paid with amounts received from such timeGuarantor or its assets. This Section 10.12 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 2.6 and 2.8, as applicableSECTION 11.

Application of Proceeds. The Lenders (A) If an Enforcement Notice or an Automatic Release Termination is in effect, the proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash otherwise held by the Collateral Agent pursuant to this Agreement shall be applied by the Collateral Agent in the following order of priorities: first, to payment of the expenses of such sale or other ----- realization, including reasonable compensation to agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other unreimbursed expenses for which the Collateral Agent, the Administrative Agent, or any Lender is to be reimbursed pursuant to Section 13 hereof and unpaid fees owing to the Collateral Agent agreeunder Section 13 hereof; second, to the ratable payment of accrued but unpaid ------ interest, calculated from the interest payment date immediately preceding the giving of the Enforcement Notice or the effectiveness of the Automatic Release Termination, or such other date as among such partiesshall have been notified to the Collateral Agent, as follows: on all amounts included in the Secured Principal Amount; third, subject to the terms next to the last sentence of this ----- subsection (A), to the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance ratable payment of an Event of Default, all amounts included in the Secured Principal Amount; fourth, to the ratable payment of all other Secured Obligations, until all Secured Obligations shall have been paid in full; and finally, to payment to the relevant Grantor or Grantors or ------- such Grantor's successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Collateral Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. If at any time any monies collected or received by the Collateral Agent are distributable pursuant to this Section in respect of a Letter of Credit Obligation or Secured Tax Exempt Debt, and if the Administrative Agent or any Lender on account the holder of amounts then such Secured Tax Exempt Debt shall notify the Collateral Agent that no provision is made under the relevant agreement or other instrument for the application of such moneys (whether because such Letter of Credit Obligation is contingent or such Secured Tax Exempt Debt has not become due and outstanding under any of payable or otherwise), then the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to Collateral Agent shall invest such amounts in Liquid Investments at the extent provided herein) due and owing hereunder direction of the Administrative Agent or such holder and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust until such time as the Administrative Agent or such holder shall request the delivery thereof by the Collateral Agent for application to amounts payable with respect to such Letter of Credit Obligation or Secured Tax Exempt Debt. If the Collateral Agent holds any amounts which were distributable in respect of a Letter of Credit Obligation or any Secured Tax Exempt Debt after the relevant obligation has terminated or matured and all amounts payable with respect thereto have been paid, such amounts shall be applied by the Collateral Agent in connection with enforcing the rights order of the Agents and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described priorities set forth in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended subsection (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 2.6 and 2.8, as applicableA).

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Intercreditor Agreement, any the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding, Reimbursement Obligations then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 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 Sections 2.6 subsections 2.5, 2.9 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement and the Administrative Agent agreeproceeds of any title insurance or other insurance policy required under any Priority Lien Document or Parity Lien Document or otherwise covering the Collateral will be distributed by the Collateral Trustee, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementin the following order of application: FIRST, after to the occurrence and during the continuance payment of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of 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, to the respective Priority Lien Representatives on a pro rata basis for each Series of Priority Lien Debt and Additional Priority Lien Obligations that are secured by such Collateral for application to the payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Priority Lien Documents applicable to the respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding under Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any of Insolvency or Liquidation Proceeding at the Loan Documents shallrate, except including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as otherwise expressly provided herein, be applied as follows: firsta claim in such proceeding); FOURTH, to the respective Parity Lien Representatives on a pro rata basis for each Series of Parity Lien Debt that are secured by such Collateral for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided herein) due legally permitted, all interest and owing hereunder 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 Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); and FIFTH, any surplus remaining after the payment in full in cash of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable the preceding clauses will be paid to themthe Borrower or the applicable Guarantor, and fifthas the case may be, its successors or assigns, or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral as described below in Section 4.4, then such surplus. To the extent Series of Secured Debt and any amounts available for distribution pursuant related Secured Obligations of that Series thereafter shall not be entitled to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described share in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of 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 2.6 and 2.8, as applicableCollateral so released by that Series.

Application of Proceeds. The Lenders and Administrative Agent, after deduction of any amounts owing by the Borrower to the Administrative Agent agreeunder Section 9.6, as among such parties, as follows: subject shall remit to each Lender (to the terms extent a Lender is to share therein) such Lender’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Lender’s Percentage of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Facility under which such payments are received. Notwithstanding anything to the contrary in this Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Defaultother Loan Document, all amounts collected or payments received by the Administrative Agent or any Lender on account prior to the occurrence of amounts then due an Event of Default in respect of Rate Hedging Obligations shall be remitted directly to the appropriate counterparty with respect to such Rate Hedging Obligations and outstanding no other Lender shall be entitled to any portion thereof. Each Lender’s interest under any of the Loan Documents shallshall be payable solely from payments, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs collections and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of proceeds actually received by the Administrative Agent under the Loan Documents; and the Collateral Administrative Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s share of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in connection with enforcing such refund. If any Lender becomes a Defaulting Lender, the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Administrative Agent may remit payments received by it to the Collateral Agent or to preserve its security interest in other Lenders until such payments have reduced the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees aggregate amounts owed by the Borrower to the extent provided herein) due and that the aggregate amount of the Advances owing to such Defaulting Lender hereunder are equal to its Percentage of each the aggregate amounts of the Advances owing under the applicable Facility to all of the Lenders in connection with enforcing such Lender’s rights under hereunder. The foregoing provision is intended only to set forth certain rules for the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to Lenders participating in excuse any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLender from such obligations.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of After an Event of DefaultDefault has occurred and is continuing, all amounts collected or received by the Administrative Agent or proceeds of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallcollection, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of all or any part of the Collateral pursuant to any Security Document shall be distributed by the Collateral Agent in respect the following order of priority: First, to the payment of all reasonable costs and expenses relating to the sale of the Collateral and any sums advanced the collection of amounts owing under this Agreement or relating to the Collateral Agent or to preserve its security interest in protection of the Collateral)Liens of the Security Documents, secondand all liabilities covered by the indemnity provisions of the Financing Documents; Second, to pay all reasonable out-of-pocket costs the payment of Senior Secured Obligations constituting principal, premium, interest , Liquidated Damages, if any, and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties ratably in proportion to the respective amounts described in this clause “fourth” payable to themunpaid principal, and fifthpremium, to pay the surplusinterest, Liquidated Damages, if any, and fees owing to whomever may be lawfully entitled the Secured Parties; Third, to receive the payment of the remaining Senior Secured Obligations outstanding; Fourth, after payment in full of all Senior Secured Obligations, to the holders of other Permitted Indebtedness which is not Subordinated Debt in an amount equal to unpaid amounts due on any such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Permitted Indebtedness ratably in proportion to the respective unpaid amounts described of such holders; Fifth, after payment in full of all Senior Secured Obligations and other Permitted Indebtedness which is not Subordinated Debt as provided above, to the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent holders of Subordinated Debt in an amount equal to enter into unpaid amounts due on any such amendment) Subordinated Debt ratably in proportion to the extent necessary to reflect differing unpaid amounts payable, of such holders; and priorities of paymentsSixth, to Lenders participating in the Issuer, or its successors or assigns, or as a court of competent jurisdiction may direct, of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesurplus then remaining.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by Borrowers and the Administrative Agent agreeLender, as among such partiesor, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at Lender’s election, Lender may apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due and outstanding under any of Proceeds from the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, the Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations shall be applied in the following order: FIRST, to the payment of all fees, costs, expenses and indemnities of Lender (in its capacity as such), including Attorney Costs, and any other Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), seconduntil paid in full; SECOND, to pay the payment of all reasonable out-of-pocket costs fees, costs, expenses and expenses indemnities of Lender, (including reasonable attorneys’ fees in its capacity as such) until paid in full; THIRD, to the extent provided herein) due and owing hereunder payment of each all of the Lenders Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to Lender, until paid in connection with enforcing such Lender’s rights under the Loan Documents, thirdfull; FOURTH, to pay interest on Loans then outstandingthe payment of all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, until paid in full; fourth3193012v9/28370-0031 FIFTH, to pay principal the payment of Loans then Lender an amount equal to all Secured Obligations in respect of outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement Letters of Credit to be held as Term Loan Facility Obligationscash collateral in respect of such obligations; SIXTH, ratably among the applicable Secured Parties in proportion to the respective amounts described payment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in this clause “fourth” payable to them, and fifthfull; SEVENTH, to pay the surpluspayment of all other Secured Obligations owing to Lender, until paid in full; and EIGHTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableamounts.

Application of Proceeds. (a) So long as the Discharge of ABL Debt has not occurred, the ABL Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Collateral upon the exercise of remedies, shall be applied in the following order of priority: (i) first, to the First Priority Debt (including for cash collateral as required under the ABL Documents), and in such order as specified in the relevant ABL Documents until the Discharge of Priority Debt has occurred; (ii) second, to the Noteholder Debt in such order as specified in the relevant Noteholder Documents until the Discharge of Priority Noteholder Debt has occurred; and (iii) third, to the Excess ABL Debt until the Discharge of ABL Debt has occurred. (b) Upon the Discharge of Priority Debt, to the extent permitted under applicable law, the ABL Agent shall deliver to the Collateral Agent, without representation or recourse, any proceeds of ABL Collateral held by it at such time in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Collateral Agent to the Noteholder Debt in such order as specified in the relevant Noteholder Documents. (c) The Lenders foregoing provisions of this Section 4.1 are intended solely to govern the respective Lien priorities as between the Collateral Agent and the Administrative Noteholder Secured Parties, on the one hand, and the ABL Agent agreeand the other ABL Secured Parties, as among such partieson the other hand, as follows: subject to and shall not impose on the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative ABL Agent or any Lender other ABL Secured Party or 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 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 and the Lenders under the Loan Documents (including all expenses of sale or any other realization of or Noteholder Secured Party any obligations in respect of the disposition of proceeds of foreclosure on any ABL Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection which would conflict with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described prior perfected claims therein in full, such moneys shall be allocated pro rata among the favor of any other person or any order or decree of any court or other governmental authority or any applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such timelaw. This Section 10.12 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 2.6 and 2.8, as applicable.4.2

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except Except as otherwise herein expressly provided hereinprovided, be applied as follows: firstincluding Section 3.03 hereof, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder proceeds of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of any collection, sale or other realization of all or any part of the Shared Collateral pursuant to any of the Sharing Security Documents, and any other cash at the time held by the Collateral Trustee under this Agreement or any of the Sharing Security Documents, shall be applied by the Collateral Trustee as soon as practicable after receipt (or as and when required by the relevant Sharing Security Document) as follows: FIRST, to the Collateral Trustee in an amount equal to the Collateral Trustee's Fees which are unpaid as of the applicable Distribution Date PLUS the amount of Collateral Trustee's Fees advanced or paid by any Person (other than the Company) which has theretofore advanced or paid any such Collateral Trustee's Fees and any amount referred to in Section 3.05 paid by any Person (with interest thereon at the applicable Default Rate) which amount the Collateral Trustee shall pay to such Person (and to the extent such amount refers to amounts advanced pursuant to Section 3.05, a like amount of such advance shall be discharged); SECOND, after and giving effect to the payment in full of the Sharing Obligations referred to in clause FIRST above, to the Sharing Secured Parties equally and ratably, each in proportion to their respective Sharing Percentages of the Relevant Sharing Obligations then held by them, until all the Sharing Obligations have been paid in full (or monies set aside for such payment in full as provided in the next paragraph); and THIRD, after payment in full of all Sharing Obligations (or the set aside of monies for such payment in full as provided in the next paragraph) and the termination of all of SHARING INTERCREDITOR AGREEMENT the commitments and letters of credit under the Credit Agreements, to the applicable Grantor or its successors or assigns, as its interests may appear. In the event that at the time of any application of monies pursuant to clause SECOND above any Senior Note Obligations held by any holder of Senior Notes shall not have been declared (or become) due and payable, then on the date of such application, the Collateral Trustee shall set aside the monies that would otherwise have been paid to such holder in respect of such Senior Note Obligations into a segregated collateral account for the exclusive right and benefit of such holder, and shall notify the respective Indenture Trustee for such Senior Note Obligations of the amount so deposited into such segregated collateral account; PROVIDED that solely with respect to Senior Notes Obligations under the 2009 Notes Indenture and solely with respect to the proceeds of a disposition constituting an Asset Sale (as defined in the 2009 Notes Indenture), if no Triggering Event or Event of Default (as defined in the 2009 Notes Indenture) has occurred and is continuing, the monies otherwise allocable to the 2009 Notes pursuant to the foregoing shall be paid to the Company for use in accordance with the third and fourth paragraphs of Section 4.12(a) of the 2009 Notes Indenture and otherwise subject to the terms and conditions set forth therein. The balance from time to time held in any such segregated collateral account shall be invested in such Permitted Investments as the Collateral Trustee shall from time to time in its discretion determine and any sums advanced shall be available for application to the Collateral Agent Senior Note Obligations held by such holder upon request of such holder (or to preserve an Indenture Trustee on its security interest behalf) until such time as all such Senior Note Obligations have been paid in the Collateral)full, second, to pay all reasonable out-of-pocket costs and expenses PROVIDED that if (including reasonable attorneys’ fees to the extent provided hereina) any such Senior Note Obligations shall have been declared (or become) due and owing hereunder payable and (b) no such request shall have been received by the Collateral Trustee for application to such Senior Note Obligations within the Applicable Period after such Senior Note Obligations have been declared (or become) due and payable, then the portion of such monies that would otherwise have been applied to such Senior Note Obligations shall be applied by the Collateral Trustee in the manner specified in clause SECOND or, if applicable, clause THIRD above. For purposes hereof, "APPLICABLE PERIOD" means (a) two years with respect to the 6.25% Euro Notes due 2005 issued by Solutia Europe S.A./N.V., (b) three years with respect to the 6.50% notes due 2002, 7.375% debentures due 2027 and 6.72% debentures due 2037, in each case issued by the Company and (c) with respect to Senior Note Obligations under any New Notes Indenture, such period as is prescribed in such New Notes Indenture for the discharge from trust of unclaimed monies deposited with the applicable trustee or paying agent. The Company shall deliver to the applicable Indenture Trustee, within 5 days after the applicable Senior Note Obligations have been declared (or become) due and payable, notice that monies referred to in the second paragraph of this Section 4.01 have been set aside into a segregated collateral account for the exclusive right and benefit of the Lenders in connection with enforcing holders of such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Senior Notes Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agreeAgent, after deduction of any costs of collection, as among such partiesprovided in Section 8.5, as follows: subject shall remit to each Lender (to the terms extent a Lender is to share therein) such Lender’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Lender’s applicable Percentage. Notwithstanding anything to the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor contrary in this Agreement or any Intercreditor Agreement Supplementother Loan Document, after the occurrence and during the continuance of an Event of Default, (a) all amounts collected or payments received by the Administrative Agent or any Lender on account prior to the occurrence of an Event of Default in respect of Rate Hedging Obligations shall be remitted directly to the appropriate counterparty with respect to such Rate Hedging Obligations and no other Lender shall be entitled to any portion thereof; and (b) all amounts then due and outstanding received by the Administrative Agent or any Lender after the occurrence of an Event of Default shall be shared by the Lenders in accordance with the applicable Percentage of each Lender, irrespective of the Collateral from which such payments are derived or the Facility to which they may relate. Each Lender’s interest under any of the Loan Documents shallshall be payable solely from payments, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs collections and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of proceeds actually received by the Administrative Agent under the Loan Documents; and the Collateral Administrative Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in connection with enforcing such refund. If any Lender becomes a Defaulting Lender, the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Administrative Agent may remit payments received by it to the Collateral Agent or to preserve its security interest in other Lenders until such payments have reduced the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees aggregate amounts owed by the Borrower to the extent provided herein) due and that the aggregate amount of the Advances owing to such Defaulting Lender hereunder are equal to its Percentage of each the aggregate amounts of the Advances owing under the applicable Facility to all of the Lenders in connection with enforcing such Lender’s rights under hereunder. The foregoing provision is intended only to set forth certain rules for the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to Lenders participating in excuse any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLender from such obligations.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior First/Second Lien Intercreditor Agreement, the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, fifth, to pay all other Second Lien Loan Document Obligations that are then due and fifthpayable to the Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Second Lien Loan Document Obligations then owing to the Administrative Agent and the other Secured Parties, and sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 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 Sections 2.6 and 2.8, as applicable.such

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. 188 Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence of and during the continuance of an Event of Default, all amounts collected or the Proceeds and avails of the Collateral at any time received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided hereinwhen received by the Agent in cash or its equivalent, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses of the Agent (including without limitation, reasonable attorneys’ ' fees to the extent provided hereinand expenses) due and owing hereunder of the Administrative Agent and the Collateral Agent incurred in connection with enforcing the rights implementation and/or enforcement of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced this Security Agreement; SECOND, to the Collateral Agent or payment of any fees owed to preserve its security interest in the Collateral), secondCredit Agreement Agent; 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 Lenders (including without limitation reasonable attorneys' fees and expenses of a single counsel for the Lenders) incurred in connection with enforcing such Lender’s rights under the Loan implementation and/or enforcement of this Security Agreement and/or any of the other Credit Documents, third; FOURTH, to pay interest on Loans then outstanding; fourththe Lenders, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsratably, ratably among the applicable Secured Parties in proportion to accordance with the respective amounts described in this clause “fourth” of the Secured Obligations constituting the then aggregate unpaid principal amount of the Loans, together with all accrued and unpaid interest thereon at such time and LOC Obligations; FIFTH, to all other amounts payable to them, and fifththe Lenders with respect to the Secured Obligations; SIXTH, to pay the payment of any fees owed to the ELLF Lender; SEVENTH, to all costs and expenses of the ELLF Lenders (including without limitation reasonable attorneys' fees and expenses) incurred in connection with the implementation and/or enforcement of this Security Agreement and/or any of the Operative Agreements; EIGHT, to the ELLF Lender, ratably, in accordance with the respective amounts of the Secured Obligations constituting the then aggregate unpaid principal amount and/or advanced amounts owing pursuant to the ELLF Documents together with all accrued and unpaid interest and/or yield thereon at such time; NINTH, to all other amounts payable to the ELLF Lender with respect to the Secured Obligations; and TENTH, to the payment of the surplus, if any, to whomever whoever may be lawfully entitled to receive such surplus. To The Obligors shall remain liable to the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among Agent and the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (on a joint and the Lenders hereby irrevocably authorize the Administrative Agent to enter into several basis for 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 2.6 and 2.8, as applicabledeficiency.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) 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 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 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), secondthird, 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 in connection with enforcing such Lender’s rights under the Loan Documents, thirdfourth, to pay interest on Revolving Credit Loans and L/C Obligations then outstanding; fourth, fifth, to pay (on a ratable basis) (A) 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” (but in any event not to exceed the 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 (but in any event not to exceed the Designated Hedging Reserves), sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsArrangements (other than pursuant to any Designated Cash Management Agreements, ratably among the applicable Secured Parties in proportion but including any amounts not paid pursuant to the respective amounts described in this clause “fourth” payable fifth”(B)(i) above) and Hedging Obligations to themany Hedging Affiliate (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and fifthseventh, 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 “thirdfourth” and “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 such Letters of Credit and (y) then following the expiration of all Letters of Credit, to all other obligations of the type described in such clause “fourth” and “fifth”. To the extent that any amounts available for distribution pursuant to clause “fourth” or “fourthfifth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 subsection 10.15 may be amended (and the Lenders and Issuing 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 subsections 2.6 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. All insurance proceeds received by Project Co under the insurances referred to in [ ] of Schedule Part 1 (Definitions and Interpretation) and [ ] of Schedule Part 2 (Completion Documents) and paragraph 1 (Contractor's "All Risk" Insurance) of Section 1 (Insurance Requirements) and paragraph 1 (Property Damage Insurance) of Section 2 (Policies to be taken out by Project Co and Maintained from the Actual Completion Date) of Schedule Part 15 (Insurance Requirements) shall be paid into the Insurance Proceeds Account and shall be applied in accordance with this Agreement and in accordance with the Insurance Proceeds Accounts Agreement. Subject to the provisions of the Funders' Direct Agreement and Clause 53.22 (Reinstatement) [and Clause 53.23 (Economic Test)], Project Co shall apply any proceeds of any policies of Insurance: in the case of third party legal liability or employers' liability insurance, in satisfaction of the claim, demand, proceeding or liability in respect of which such proceeds are payable; and in the case of any other insurance other than delay in start up or business interruption insurance, so as to ensure the performance by Project Co of its obligations under this Agreement, including where necessary the reinstatement, restoration or replacement of the Facilities, assets, materials or goods affected by the event giving rise to the insurance claim and consequent payment of proceeds. Where reinstatement monies are required to be released from the Insurance Proceeds Account Project Co shall obtain the Authority's consent in accordance with the Insurance Proceeds Account Agreement. The Lenders Authority shall give its consent (or confirm that it is withholding its consent) to the release of monies from the Insurance Proceeds Account within one (1) Business Day of a request from Project Co (provided that such consent must not be unreasonably withheld). If the proceeds of any insurance claim are insufficient to cover the settlement of such claims, Project Co will make good any deficiency forthwith. Reinstatement [Subject to Clause 53.23 (Economic Test),] all insurance proceeds received under any Physical Damage Policy shall be applied to repair, reinstate and replace each part or parts of the Facilities in respect of which the proceeds were received. [Subject to Clause 53.23 (Economic Test),] where a claim is made or proceeds of insurance are received or are receivable under any Physical Damage Policy in respect of a single event (or a series of related events) (the (“Relevant Incident”) in an amount in excess of [ ] pounds (£[ ]) (index-linked): Project Co shall deliver as soon as practicable and in any event within [28] days after the making of the claim a plan prepared by Project Co for the carrying out of the works necessary (the “Reinstatement Works”) to repair, reinstate or replace (the “Reinstatement Plan”) the assets which are the subject of the relevant claim or claims in accordance with Clause 53.22.2.1(b)(iv) below. The Reinstatement Plan shall set out: if not the Contractor, the identity of the person proposed to effect the Reinstatement Works, which shall be subject to the prior written approval of the Authority; and the Administrative Agent agreeproposed terms and timetable or, as among such partiesif not then established, as follows: the reasonably anticipated terms and timetable upon which the Reinstatement Works are to be effected (including the date that the Project will become fully operational), the final terms of which shall be subject to the prior written approval of the Authority, which approval shall not be unreasonably delayed; provided that the Authority is satisfied that the Reinstatement Plan will enable Project Co to comply with Clause 53.22.2.1(b)(iv) below within a reasonable timescale: the Reinstatement Plan will be adopted and carried out by Project Co; Project Co shall enter into contractual arrangements to effect the Reinstatement Works with the person identified in the Reinstatement Plan approved by the Authority; prior to the earlier to occur of the Termination Date or the Expiry Date, any amounts standing to the credit of the Insurance Proceeds Account (the “Relevant Proceeds”) (together with any interest accrued) may be withdrawn by Project Co from the Insurance Proceeds Account as required to enable it to make payments in accordance with the terms of the Security Agreementcontractual arrangements referred to in Clause 53.22.2.1(b)(ii) above, and to meet any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all other reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of Project Co for the sole purposes of funding the Reinstatement Works and the parties shall operate the signatory requirements of the Insurance Proceeds Account in order to give effect to such payments. Following the earlier to occur of the Termination Date and the Expiry Date, the Authority may withdraw amounts standing to the extent provided herein) due and owing hereunder credit of the Administrative Agent Insurance Proceeds Account for the purposes of funding any Reinstatement Works; the Authority agrees and undertakes that, subject to compliance by Project Co with its obligations under this Clause, and provided that Project Co procures that the Collateral Agent Reinstatement Works are carried out and completed in connection accordance with enforcing the rights contractual arrangements referred to in Clause 53.22.2.1(b)(ii), it shall not exercise any right which it might otherwise have to terminate this Agreement by virtue of the Agents event which gave rise to the claim for the Relevant Proceeds; the Authority undertakes to use reasonable endeavours to assist Project Co in the carrying out of the Reinstatement Plan; and after the Lenders Reinstatement Plan has been implemented to the reasonable satisfaction of the Authority and in accordance with Clause 53.22.3 below the Authority shall permit withdrawal by Project Co of any Relevant Proceeds then held in the Insurance Proceeds Account that have not been paid under the Loan Documents (including all expenses of sale or other realization of or Clause 53.22.2.1(b)(iii) above, in respect of the Collateral and Relevant Incident, together with any sums advanced interest accrued. subject to the Collateral Agent or provisions of Clause 49.1 (Project Co Indemnities to preserve its security interest Authority) Project Co shall be solely responsible for the payment of any deficiency. Where insurance proceeds are to be used, in the Collateral), secondaccordance with this Agreement, to pay all reasonable out-of-pocket costs repair, reinstate or replace any Facility, Project Co shall carry out the work in accordance with the Authority’s Construction Requirements so that on completion of the work, the provisions of this Agreement are complied with. If and expenses (including reasonable attorneys’ fees to the extent provided hereinthat a breach by Project Co of its obligations under Clause 53.22.2.1(b) due and owing hereunder of each leads to a delay in the completion of the Lenders Reinstatement Works, any entitlement that Project Co has to relief under Clause 30 (Relief Events) shall be suspended. [Economic Test If all of the Facilities are destroyed or substantially destroyed in connection a single event and the insurance proceeds (when taken together with enforcing such Lender’s rights under any other funds available to Project Co) are equal to or greater than the Loan Documentsamount required to repair or reinstate the Facilities, thirdthen Project Co shall calculate the [senior debt loan life cover ratio] as used in the Financial Model as at Financial Close (on the assumption that the Facilities are repaired or reinstated in accordance with Clause 53.22 (Reinstatement)). If the calculation referred to in Clause 53.23 above shows that the [senior debt loan life cover ratio] is greater than or equal to [event of default level] then Project Co shall be subject to the procedure set out in Clause 53.22 (Reinstatement). If the calculation referred to in Clause 53.23 above shows that the [senior debt loan life cover ratio] is less than [event of default level] then an amount equal to the lesser of: the insurance proceeds; and the Base Senior Debt Termination Amount or, if any Additional Permitted Borrowing has been advanced, the Revised Senior Debt Termination Amount, shall be released from the Insurance Proceeds Account to pay interest on Loans then outstanding; fourthProject Co. If, pursuant to pay principal Clause 53.25 above, insurance proceeds are released from the Insurance Proceeds Account, Project Co shall be in breach of Loans then outstanding and its obligations under Secured Hedge Agreements this Agreement and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsshall not, ratably among the applicable Secured Parties in proportion pursuant to Clause 30 (Relief Events), be relieved of its obligations unless it can demonstrate to the respective amounts described in this clause “fourth” payable satisfaction of the Authority that it can carry out the works necessary to themrepair, and fifth, to pay reinstate or replace the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above assets which are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion subject to the respective amounts described relevant claims in the applicable clause at such time. This Section 10.12 may be amended (accordance with Clause 53.22.3 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 2.6 and 2.8, as applicablewithin a reasonable timescale.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and during any condemnation proceeds with respect to the continuance Collateral, in the following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), and including the discharge or cash collateralization (at the lower of (1) due and owing hereunder 105% of the Administrative Agent aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt; THIRD, to the repayment of Indebtedness and other Obligations secured by a permitted Junior Lien on the Collateral Agent sold or realized upon; and FOURTH, any surplus remaining after the payment in connection with enforcing the rights full in cash of the Agents and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payableCompany or the applicable Subsidiary Guarantor, as the case may be, and priorities as directed in writing by the Company, its successors or assigns, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The To the extent that the Tranche A Lenders and the Administrative Agent agreeare entitled to a priority claim in any SLP Proceeds or Non-SLP Proceeds pursuant to Section 3.02(a), notwithstanding any other provision of this Intercreditor Agreement (other than Section 4 hereof) or any other Fundamental Document, such SLP Proceeds or Non-SLP Proceeds, as among such partiesthe case may be, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the accrued but unpaid interest on the Tranche A Loans, on a pro rata basis determined in accordance with amounts owed with respect 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 and the 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), foregoing; second, 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 outstanding principal balance of the Lenders Tranche A Loans (with amounts payable to each Tranche A Lender to be determined in connection accordance with enforcing the amount of outstanding Tranche A Loans owed to such Tranche A Lender’s rights under ) and to be applied against the Loan Documentsscheduled amortization payments thereof in direct order of maturity, third, to pay the accrued but unpaid interest on the Term Loans then outstandingand Revolving Credit Loans, accrued but unpaid Revolver Commitment Fees and Letter of Credit Fees in respect of Revolver Letters of Credit, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; fourth, to pay (x) the outstanding principal balance of the Term Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective Revolving Credit Loans (with amounts described in this clause “fourth” payable to themeach Remaining Lender to be determined in accordance with the amount of outstanding Term Loans and Revolving Credit Loans owed to such Remaining Lender) and, in the case of the Term Loans, to be applied against the scheduled amortization payments thereof in direct order of maturity, (y) to cash collateralize Revolver Letters of Credit in an amount equal to 105% of the outstanding Revolver L/C Exposure; and (z) to pay Revolver Issuing Banks for all unreimbursed drawings under Revolver Letters of Credits on a pro rata basis determined in accordance with the aggregate outstanding principal balance of the Terms Loans and the Revolving Credit Loans, the aggregate L/C Exposure attributable to Revolver Letters of Credit and (without any duplication) the aggregate amount of all unreimbursed drawings under Revolver Letters of Credit; and fifth, to pay the surplusremainder of the Restructured Obligations or any other amounts then due under the Credit Agreement or any other Fundamental Document. As between the Remaining Lenders and the Synthetic Lease Lenders, if any, to whomever may be lawfully entitled to receive such surplus. To amounts received by the extent any amounts available for distribution Tranche A Lenders pursuant to clause “third” or “fourth” above are insufficient this Section 3.02(b) shall not be subject to pay all obligations described therein in full, such moneys shall be allocated pro rata among Section 10.3 of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableCredit Agreement.

Application of Proceeds. The Lenders (a) Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Agent agreemay, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as among such partiesprovided in Section 6.5 below) of Collateral realized through the exercise by the Agent of its remedies hereunder, as follows: subject to whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2 hereof, in payment of the Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Security Agreementpayment of any Obligations in a less favorable order, any Junior Lien Intercreditor Agreementthen the terms of such Permitted Amendment shall govern with respect to such Obligations and the Agent shall apply such Proceeds in such different order): First, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance to payment of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any that portion of the Loan Documents shallObligations constituting fees, except as otherwise expressly provided hereinindemnities, be applied as follows: firstexpenses and other amounts (other than principal and interest, to pay all reasonable out-of-pocket costs Cash Management Obligations, obligations under Specified Hedge Agreements and expenses (Reimbursement Obligations, but including reasonable attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement) payable to the Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, Cash Management Obligations, obligations under the Specified Hedge Agreements, Reimbursement Obligations and, to the extent provided hereinpayable under clause First, attorneys’ fees) due and owing hereunder of payable to the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents Secured Parties (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), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement), ratably among them in proportion to the extent provided herein) due and owing hereunder amounts described in this clause Second payable to them; Third, to payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsLC Disbursements, ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting (or constituting guarantees of) unpaid principal of the Loans and Reimbursement Obligations, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended payment of amounts (or constituting guarantees of amounts) then due and payable under Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Obligations of the Loan Parties that are then due and payable to the Agent and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating the relevant Grantor or as otherwise required by applicable law; provided, however, that in no event shall (i) the net Proceeds of Collateral that constitutes assets that are described in clauses (8), (13) or (15) of the definition of Excluded Assets or (ii) the proceeds of the guarantee set forth in Section 2 hereof of a Guarantor described in clause (d) or (e) of the definition of Excluded Subsidiary be applied to the payment of any new classes or tranches amounts with respect to US Borrower Obligations. 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 loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Loan Party.

Application of Proceeds. The Lenders (a) Subject to the terms of the Intercreditor Agreement, the Collateral Agent will apply the proceeds from any collection, sale, foreclosure or other realization upon Collateral, including proceeds of any title insurance policy required under any Second Lien Debt Document and any transfer of Collateral arising from a credit bid in the following order of application: FIRST, on a pro rata basis, to the payment of all reasonable and documented fees, costs and expenses incurred by (i) the Collateral Agent in connection with such sale, collection or realization or otherwise in connection with this Agreement, any of the Secured Obligations or the Intercreditor Agreement, including all court costs and the Administrative reasonable fees and expenses of its co-trustees, agents and legal counsel, and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder and (ii) each Secured Representative in connection with its role as trustee, agent or similar role under the Second Lien Debt Instrument relating to its Series of Second Lien Debt; SECOND, to Secured Parties which have theretofore advanced or paid any amounts of the types described in priority First above to the Collateral Agent agreeor any Secured Representative, other than any amounts paid under priority First above, an amount equal to the amount thereof so advanced or paid by such Secured Parties and for which such Secured Parties have not been previously reimbursed, as set forth in a certificate from such Secured Party delivered to the Collateral Agent and each Secured Representative at least three (3) Business Days prior to the date of distribution (or such shorter period as the Collateral Agent shall agree in its sole discretion) of such proceeds by the Collateral Agent, such amounts to be distributed among such partiesSecured Parties pro rata in accordance with the respective amounts so advanced or paid and not previously reimbursed; THIRD, to the Secured Representatives for the payment of accrued and unpaid interest and any premium that is then due and payable under the Second Lien Debt Instruments governing each Series of Second Lien Debt, such amounts to be distributed among such Secured Representatives pro rata in accordance with the respective amounts of accrued and unpaid interest and premium then due and owing under the Second Lien Debt Instrument applicable to its Series of Second Lien Debt, in each case, as follows: set forth in a written direction to the Collateral Agent executed by the applicable Secured Representative; FOURTH, to the Secured Representatives for the payment of principal and other Secured Obligations that are then due and payable under the Second Lien Debt Instruments, such amounts to be distributed among such Secured Representatives pro rata in accordance with the respective amounts of principal and other Secured Obligations then due and owing under the Second Lien Debt Instrument applicable to its Series of Second Lien Debt, in each case, as set forth in a written direction to the Collateral Agent executed by the applicable Secured Representative; and FIFTH, subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender Company on account of amounts then due and outstanding under any behalf of the Loan Documents shallCredit Parties or as a court of competent jurisdiction may direct. This Section 3.4 is intended for the benefit of, except and will be enforceable as otherwise expressly provided hereina third party beneficiary by, be applied as follows: firsteach present and future holder of Secured Obligations, to pay all reasonable out-of-pocket costs each present and expenses (including reasonable attorneys’ fees future Secured Representative and the Collateral Agent. The Secured Representative of each future Series of Second Lien Debt will, to the extent provided herein) due in this Agreement, be required to deliver a Lien Sharing and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Priority Confirmation to the Collateral Agent or to preserve its security interest in at the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder time of each incurrence of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Series of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableSecond Lien Debt.

Application of Proceeds. The Lenders and the Administrative Agent agreeproceeds of any lockbox collection or sale of, as among such partiesor other realization upon, as follows: subject to the terms all or any part of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received Collateral shall be applied by the Administrative Collateral Agent or any Lender on account in the following order of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followspriority: first, to pay all reasonable out-of-pocket costs and payment of the expenses (of such lockbox or sale or other realization, including reasonable attorneys’ fees compensation to the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and its agents and counsel and all expenses, liabilities, advances incurred or made by the Collateral Agent in connection therewith, and any other unreimbursed expenses for which the Collateral Agent is to be reimbursed under this Agreement; second, with enforcing respect to all Collateral, to the payment of the Obligations, pro rata in accordance with the respective outstanding balances thereof (including principal, interest, fees and all other amounts due thereunder); and third, after indefeasible payment in full of all Obligations, to payment to the Company or its successors and assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Collateral Agent may make distributions hereunder in cash or in kind, but such distributions to the Noteholders shall in all events be made pro rata on the basis of the respective Percentage of the Obligations. Distributions made under clause "second" above may also be made in a combination of cash or property, but distributions to the Noteholders shall be made pro rata on the basis of the respective Percentage of the Obligations. Distributions made under clauses "first" and "third" may also be made in a combination of cash or property. Any deficiency remaining, after application of such cash or cash proceeds to the Obligations, shall continue to be Obligations for which the Company remains liable. In making the determinations and allocations required by this Section 5.3, the Collateral Agent may rely upon information supplied by the Noteholders as to the amounts of the Obligations held by them, and the Collateral Agent shall have no liability to any of the Noteholders for actions taken in reliance upon such information. All distributions made by the Collateral Agent pursuant to this Section 5.3 shall be final, and the Collateral Agent shall have no duty to inquire as to the application by the Noteholders of any amount distributed to them. However, if at any time the Collateral Agent determines that an allocation was based upon a mistake of fact (including without limitation, mistakes based on an assumption that principal or interest or any other amount has been paid by payments that are subsequently recovered from the recipient thereof through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise), the Collateral Agent may in its discretion, but shall not, subject to Section 5.3(c), be obligated to, adjust subsequent allocations and distributions hereunder so that, on a cumulative basis, the Noteholders receive the distributions to which they would have been entitled if such mistake of fact had not been made. If, through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise, the security interests created hereby are enforced with respect to some, but not all, of the Obligations, the Collateral Agent shall nonetheless apply the proceeds for the benefit of the Noteholders, in the proportion and subject to the priorities of Section 5.3(a). To the extent that the Collateral Agent distributes proceeds collected with respect to one Obligation to or on behalf of the holder of another Obligation or a Noteholder obtains the equivalent of proceeds through the exercise of any right of setoff, the holder of the former Obligation shall be deemed to have purchased a participation in the latter Obligation or shall be subrogated to the rights of the Agents holder thereof to receive any subsequent payments and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in distributions made with respect of the Collateral and any sums advanced to the Collateral Agent portion thereof paid or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured be paid by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive application of such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds.

Application of Proceeds. The Lenders If, on any Mandatory Payment Date that a repayment of Loans or reduction of Commitments pursuant to Section 6(c)(i), (c)(ii) or (c)(iii) hereof would be required, the Borrower is also required to repay an Allocated Amount under a Designated Bilateral Facility at such time, then (x) the Borrower shall apply such Allocated Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount at such time of the Loans and any indebtedness under any such Designated Bilateral Facility at such time), to the repayment of the Loans and the Administrative Agent agree, as among such parties, as follows: subject to the terms repayment of the Security Agreementindebtedness under such Designated Bilateral Facility, and the amount of repayment of the Loans that would have otherwise been required pursuant to Section 6(c)(i), (c)(ii) or (c)(iii) shall be reduced accordingly, (y) the outstanding Commitments and the commitments outstanding under the Designated Bilateral Facilities shall be reduced on a pro rata basis (determined on the basis of the aggregate outstanding Commitments hereunder and any Junior Lien Intercreditor Agreement, commitments under any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received such Designated Bilateral Facility at such time) by the Administrative Agent or any Lender on account amount 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 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 such Mandatory Payment Amount and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Commitment reduction that would have otherwise been required pursuant to the Collateral Agent or to preserve its security interest in the CollateralSection 6(c)(i), second, to pay all reasonable out-of-pocket costs (c)(ii) or (c)(iii) shall be reduced accordingly and expenses (including reasonable attorneys’ fees to z) the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusremainder, if any, of such Mandatory Payment Amount in excess of the Allocated Amount shall be applied by the Borrower to whomever may be lawfully entitled repayment of the Loans in accordance with the terms hereof; provided, that to receive such surplus. To the extent the Bank or the lenders under any amounts available for distribution pursuant Designated Bilateral Facility decline to clause have such indebtedness repaid (any such amount, the “third” or “fourth” above are insufficient to pay all obligations described therein in fullDeclined Amount”), such moneys shall be allocated the pro rata among portion (determined on the applicable Secured Parties in proportion to basis of the respective amounts described in aggregate outstanding principal amount at such time of the applicable clause Loans and any indebtedness under any Designated Bilateral Facility that has not declined such proceeds at such time. This Section 10.12 may be amended ) of such Declined Amount shall promptly (and in any event within five Business Days after the Lenders hereby irrevocably authorize date of such rejection) be applied to pay the Administrative Agent to enter into Loans and any indebtedness under any Designated Bilateral Facility that has not declined such amendmentproceeds, as applicable, in accordance with the terms of this Section 6(c) and provided, further, to the extent necessary that each of the lenders under each applicable Designated Bilateral Facility and the Bank hereunder elect to reflect differing amounts payabledecline to have such Loans repaid, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Declined Amount may be retained by the Borrower.

Application of Proceeds. The Lenders With respect to any prepayments made by U.S. Borrowers pursuant to Sections 1.5(b) and the Administrative Agent agree1.5(c), as among such parties, as follows: subject to the terms of the Security AgreementSection 6.5 hereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, such prepayments shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees in payment of the Term Loan in the stated order of maturity to the extent provided herein) due and owing hereunder of Scheduled Installments until the Administrative Agent and the Collateral Agent Term Loan has been prepaid in connection with enforcing the rights of the Agents and the 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), full; second, 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 outstanding principal balance of the Lenders Overadvances until the same has been repaid in connection with enforcing such Lender’s rights under full but not as a permanent reduction of the Loan Documents, amount of available Overadvance; third, to pay interest on Loans then outstandingthe outstanding principal balance of the Swing Line Loan until the same has been repaid in full but not as a permanent reduction of the Swing Line Commitment; fourth, to pay the U.S. Revolving Credit Advances until the same has been repaid in full but not as a permanent reduction of the Revolving Loan Commitment; provided that notwithstanding the order of application set forth above, the Net Proceeds of the sale of any Current Asset Collateral (as defined in Section 6.5 hereof) pursuant to Section 1.5(c) shall be applied first, to the outstanding principal balance of Loans then the Overadvances until the same has been repaid in full but not as a permanent reduction of the amount of available Overadvance; second, to the outstanding principal balance of the Swing Line Loan until the same has been repaid in full but not as a permanent reduction of the Swing Line Commitment; third, to the U.S. Revolving Credit Advances until the same has been repaid in full but not as a permanent reduction of the Revolving Loan Commitment and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by fourth, in payment of the Security Agreement as Term Loan Facility Obligations, ratably among in the applicable Secured Parties in proportion stated order of maturity to the respective amounts described Scheduled Installments until the Term Loan has been prepaid in this clause “fourth” payable full; provided further, that if an Asset Disposition subject to themSection 1.5(c) involves the sale of Stock of any of UAP’s Subsidiaries (other than Canadian Borrower), a portion of the proceeds from that sale of Stock equal to the portion of the U.S. Borrowing Base attributable to the Accounts and fifthInventory of that Subsidiary of UAP shall be applied first, to pay the surplus, if anyoutstanding principal balance of the Overadvances until the same has been repaid in full but not as a permanent reduction of the amount of available Overadvance; second, to whomever may the outstanding principal balance of the Swing Line Loan until the same has been repaid in full but not as a permanent reduction of the Swing Line Commitment; third, to the U.S. Revolving Credit Advances until the same has been repaid in full but not as a permanent reduction of the Revolving Loan Commitment and fourth, the balance of those proceeds shall be lawfully entitled applied in payment of the Term Loan in the stated order of maturity to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Scheduled Installments until the Term Loan has been prepaid in full. Considering each type of Loan being prepaid separately, any such moneys prepayment shall be allocated pro rata among applied first to Index Rate Loans of the applicable Secured Parties type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in proportion to the respective amounts described each case in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into a manner which minimizes 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 2.6 and 2.8, as applicableresulting LIBOR Breakage Costs.