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 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 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 (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. 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. (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 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 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 (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 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. (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 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. 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agree, as among such parties, as follows: proceeds of any title insurance policy required under any First Lien Document or Second Lien Document in the following order of application (subject to Section 7.2, to the extent applicable): FIRST, to the payment of all fees and all reasonable and documented costs and expenses incurred by the Collateral Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the Secured Obligations, and to any other Collateral Trustee Obligations, including all court costs and the reasonable fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made by the Collateral Trustee hereunder on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the respective First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other First Lien Obligations that are then due and payable in such order as provided in the First Lien Documents in an amount sufficient to pay in full and discharge all outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including 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 First Lien Document) of all outstanding letters of credit constituting First Lien Debt that have not theretofore been cancelled, terminated, fully cash collateralized as provided above, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuers thereof); THIRD, to the respective Second Lien Representatives for application to the payment of all outstanding Second Lien Debt and any Junior other Second 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 payable in such order as provided in the Second Lien Documents in an amount sufficient to pay in full and discharge all outstanding under any Second Lien Debt and all other Second Lien Obligations that are then due and payable (including the cash collateralization (at the lower of (1) 105% of the Loan Documents shallaggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Second Lien Document) of all outstanding letters of credit constituting Second Lien Debt that have not theretofore been cancelled, except terminated, fully cash collateralized as otherwise expressly provided hereinabove, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees fully supported by a letter of credit satisfactory to the extent provided herein) due and owing hereunder issuer of the Administrative Agent and the Collateral Agent letter of credit supported thereby or otherwise supported 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 a manner satisfactory to the respective amounts described in this clause “fourth” payable issuers thereof); and FOURTH, 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. (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 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. 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 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 and then outstanding Base Rate Loans and, SOFR Loans, 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 SOFR Loans, 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. 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 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 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. 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 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 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. (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 and the Administrative Agent agree, (i) So long as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement no Default 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 Default shall have occurred 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 themcontinuing, 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 amendmentii) to the extent necessary that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed twenty-five percent (25%) of the Appraised Value for such Eligible Facility, Borrower shall have the option, directly or through one or more of its Subsidiary Guarantors to reflect differing utilize such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof for the repair, restoration or replacement of the applicable Eligible Facility giving rise to such Net Insurance/Condemnation Proceeds; provided, however, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Credit Loans to the extent outstanding (without a reduction in Revolving Credit Commitments) pursuant to Section 2.5(d) but such amounts payableprepaid shall thereafter be made available to Borrower or the applicable Subsidiary Guarantor for reborrowing for repair, restoration or replacement of such Eligible Facility upon such reasonable and customary terms and conditions as Agent shall require (and otherwise consistent with Agent’s procedures and practices for administration and disbursement of construction loans, including, without limitation, customary retainages, plan and budget review, assurances as to compliance with all applicable laws, assurances as to lack of non-permitted Liens, and priorities such other matters as Agent shall reasonably require). In the event that the criteria set forth above in subsection 6.17(b)(i) and (ii) are not satisfied, such funds shall be applied to prepay Revolving Credit Loans in an amount up to the Assigned Credit Advance Value of payments, such Eligible Facility to Lenders participating the extent outstanding (without a reduction in any new classes or tranches of loans added Revolving Credit Commitments) pursuant to Sections 2.6 Section 2.5(d) and 2.8shall not be available for reborrowing for repair, as applicablerestoration or replacement of such Eligible Facility unless otherwise approved by Agent and the Required Lenders.

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 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 Independent Standby L/C Obligations 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 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 (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 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 proceeds of any sale, disposition or other enforcement of the Administrative Agent agreeLender's security interest in all or any part of the Collateral shall be applied by the Lender: First, as among such parties, 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 out-of-pocket costs and expenses (of such sale or enforcement, including reasonable attorneys’ fees compensation to the extent provided herein) due Lenders agents and owing hereunder counsel, and all expenses, liabilities and advances made or incurred by or on behalf of the Administrative Agent and the Collateral Agent Lender in connection therewith; Second, with enforcing respect to the rights Warehousing Collateral, to the payment of interest accrued and unpaid on the Warehousing Promissory Note, with respect to the Receivables, to the payment of interest accrued and unpaid on the Working Capital Promissory Note, and with respect to the Servicing Collateral, to the payment of interest accrued and unpaid on the Term Loan Promissory Note and, thereafter, the Working Capital Promissory Note; Third, with respect to the Warehousing Collateral, to the payment of amounts other than principal and interest due under the Warehousing Promissory Note or under this Agreement and related to the Warehousing Commitment or Warehousing Advances, with respect to the Receivables, to the payment of amounts other than principal and interest due under the Working Capital Promissory Note or under this Agreement and related to the Working Capital Commitment or Working Capital Advances, and with respect to the Servicing Collateral, to the payment of any amounts other than principal and interest due under the Term Loan Promissory Note or under this Agreement and related to the Term Loan Commitment or Term Loan Advances and, thereafter, amounts other than principal and interest due under the Working Capital Promissory Note or this Agreement and related to the Working Capital Advances or the Working Capital Commitment; Fourth, with respect to the Warehousing Collateral, to the payment of the Agents outstanding principal balance of the Warehousing Promissory Note, with respect to the Receivables, to the payment of the outstanding principal balance of the Working Capital Promissory Note, and with respect to the Lenders under Servicing Collateral, to the payment of the outstanding principal balance of the Term Loan Documents Promissory Note and, thereafter, the outstanding principal balance of the Working Capital Promissory Note; Fifth, to the remaining Obligations of the Company, first to interest, then to other amounts (including all expenses as described in clause Third above), then to principal; and Finally, to the payment to the Company, or to its successors or assigns, or as a court of sale competent jurisdiction may direct, of any surplus then remaining from such proceeds. If the proceeds of any such sale, disposition or other realization of or in respect of enforcement are insufficient to cover 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 of such sale, as aforesaid, and the extent provided herein) due and owing hereunder payment in full 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 all 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 Company shall remain liable for 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 applicabledeficiency.

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 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. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agreeproceeds of any title insurance policy required under any Parity Lien Document or Junior Lien Document in the following order of application: FIRST, as among such parties, as follows: subject to the terms payment of any Crest Obligations then due and owing by the Pledgors; SECOND, to the payment of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities or amounts of any kind incurred by, or owing to, the Collateral Trustee or any co-trustee or agent under or in connection with any Security AgreementDocument that secures Parity Lien Obligations, including the reimbursement to any Parity Lien Representative of any amounts theretofore advanced by such Parity Lien Representative for the payment of such fees, costs and expenses, liabilities or amounts; THIRD, to the Collateral Trustee (without duplication) in an amount equal to the Collateral Trustee’s fees which are unpaid and to any Parity Lien Representative which has theretofore advanced or paid any such Collateral Trustee’s fees in an amount equal to the amount thereof so advanced or paid by such Parity Lien Representative; FOURTH, to the respective Parity Lien Representatives for application to the Parity Secured Debt equally and ratably until all Parity Secured Debt has been paid in full in cash for distribution, to (1) in the case of Obligations under the Indenture and the Notes, to the Trustee for application pursuant to the Indenture and (2) in the case of all other Parity Secured Debt, to the respective Parity Lien Representatives for application pursuant to the applicable Parity Lien Documents; FIFTH, (without duplication) to the payment of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent in connection with any Security Document that secures Junior Lien Obligations, including the reimbursement to any Junior Lien Intercreditor AgreementRepresentative of any amounts theretofore advanced by such Junior Lien Representative for the payment of such fees, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence costs 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: firstexpenses; SIXTH, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ any Junior Lien Representative which has theretofore advanced or paid any such Collateral Trustee’s fees in an amount equal 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 amount thereof so advanced 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)paid by such Junior Lien Representative; SEVENTH, 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 Junior Lien Representatives for application to the Junior Lien Debt equally and ratably until all Junior Lien Debt has been paid in this clause “fourth” payable to themfull in cash for distribution, 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 Junior Lien Representatives for application pursuant to the applicable Junior Lien Documents; and EIGHTH, any surplus remaining after the payment in full in 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 Company 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 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 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 (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any collection, sale, foreclosure or other enforcement of Liens granted to the Collateral Trustee in the Parity Lien Security Documents, subject to the provisions set forth in the Intercreditor Agreement, the proceeds received by the Collateral Trustee from such collection, sale, foreclosure or other enforcement and the Administrative Agent agreeproceeds of any title or other insurance policy received by the Collateral Trustee pursuant to the Intercreditor Agreement 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 Collateral Trustee, each Parity Lien Representative 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 that are then due and payable); SECOND, to the repayment of obligations, other than the Parity Lien Obligations, secured by a Lien that is permitted under the Parity Lien Documents on the Collateral sold or realized upon to the extent that such other Lien has priority over the Parity Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, 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 so secured and then due and payable (for application in such order as among may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable and so secured (including, to the extent legally permitted, all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien 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 (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 Agreement, any Junior applicable Parity Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance Document) of an Event all outstanding letters 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 surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Parity Lien Debt); and FOURTH, 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 preceding clauses will be paid to the Issuer or the applicable clause at Guarantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent entitled to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities under applicable law 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 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 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 the continuance of an Event of Default, all amounts collected or Proceeds 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 respect of the Agents and the Lenders under the Loan Documents (including all expenses of any sale of, collection from or other realization of upon all or in respect any part of the Collateral and any sums advanced pursuant to the exercise by the Collateral Agent of its remedies shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 5.07), be distributed (subject to the provisions of Section 5.08) by the Collateral Agent on each Distribution Date in the following order of priority: First: to the Collateral Agent or for any unpaid Collateral Agent Fees; Second: without duplication of amounts applied pursuant to preserve its security interest in the Collateral), secondclause First above, to pay all reasonable out-of-pocket costs and any other Secured Party which has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses (including reasonable attorneys’ fees allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the extent provided herein) due amount thereof so advanced or paid by such Secured Party and owing hereunder of each of the Lenders in connection with enforcing for which such Lender’s rights under the Loan DocumentsSecured Party has not been reimbursed prior to such Distribution Date, thirdand, if such moneys shall be insufficient to pay interest on Loans such amounts in full, then outstanding; fourth, ratably (without priority of any one over any other) 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 such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Third: without duplication of the amounts described in this applied pursuant to clause “fourth” payable to them, First and fifthSecond above, to pay any Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the surplusamount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if anysuch moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Fourth: without duplication of the amounts applied pursuant to clauses First, Second and Third above, subject to the provisions of Section 2.11 of the Credit Agreement, to the Secured Parties, in an amount equal to all Obligations, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; and Fifth, without duplication of the amounts applied pursuant to clauses First, Second, Third and Fourth above, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. In the event that any such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above proceeds are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among full the applicable Secured Parties in proportion to the respective amounts items described in clauses First through Fourth of this Section 5.07, the applicable clause at such timeGrantors shall remain liable for any deficiency. This The term “unpaid” as used in 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.5.07 refers:

Application of Proceeds. The Lenders and (a) So long as the Administrative Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any ABL Priority Collateral or any proceeds thereof received in connection with any Enforcement Action or other exercise of remedies shall be paid first to the Designated ABL Collateral Agent agree, as among such parties, as follows: subject to for the benefit of the holders of ABL Obligations for application in accordance with 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 ABL Loan Documents (including all expenses for purposes of sale or cash collateralization of letters of credit and other realization of or ABL Obligations) and, if then in respect of effect, the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)ABL Intercreditor Agreement, second, upon a Discharge of ABL Obligations, to pay all reasonable out-of-pocket costs and expenses the Designated Fixed Asset Collateral Agent for the benefit of the holders of Fixed Asset Obligations for application in accordance with the Fixed Asset Loan Documents and, if then in effect, the Fixed Asset Intercreditor Agreement, third, upon a Discharge of Fixed Asset Obligations, to the Designated ABL Collateral Agent for the benefit of holders of Excess ABL Obligations for application in accordance with the terms of the ABL Loan Documents (including reasonable attorneys’ fees for purposes of cash collateralization of letters of credit and other ABL Obligations) and, if then in effect, the ABL Intercreditor Agreement, fourth, 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, thirdno Excess ABL Obligations are outstanding, to pay interest on Loans the Designated Fixed Asset Collateral Agent for the benefit of holders of Excess Fixed Asset Obligations for application in accordance with the Fixed Asset Loan Documents and, if then outstanding; fourthin effect, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Fixed Asset Intercreditor 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 anyextent no Excess ABL Obligations and no Excess Fixed Asset Obligations are outstanding, to whomever the owner of the subject property, such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct; provided that any non-cash ABL Priority Collateral or non-cash proceeds may be held by the ABL Collateral Agent as ABL Priority Collateral unless the failure to receive apply such surplusamounts would be commercially unreasonable. To Any delivery by the extent any amounts available for distribution pursuant to clause “third” or “fourth” applicable Agent of remaining ABL Priority Collateral and proceeds thereof after application in accordance with each tier 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 made in the applicable clause at same form as received, with any necessary endorsements (such time. This Section 10.12 may endorsements shall be amended (without recourse and the Lenders hereby irrevocably authorize the Administrative Agent to enter into without any such amendmentrepresentation or warranty) to the extent necessary to reflect differing amounts payable, and priorities applicable Person indicated 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 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. 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 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. 220 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 AgreementAgreements, 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 Credit 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 the Intercreditor Agreements, 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 Credit Documents, including in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Credit 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 Credit Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Credit Documents, ; (3) third, to pay interest (on Loans then outstandinga ratable basis) to the applicable Issuing Lender with respect to a Letter of Credit, any L/C Participant’s Commitment Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid by the Applicant, 138 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 principal of Loans (on a ratable basis) any Reimbursement Amounts then outstanding and obligations under Secured Hedge Agreements not reimbursed pursuant to clause “third” above, 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 Administrative Agent; (5) fifth, 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 (6) sixth, 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” or 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 “fourth”. To the extent any amounts available for distribution pursuant to clause “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 in the applicable clause at 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 applicableobligations.

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 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 agree, as among such parties, as follows: subject to Discharge of Senior Obligations or the terms repayment in full of the Security AgreementSenior Obligations in cash or equity has not occurred, any Junior Lien Intercreditor AgreementShared Collateral or Proceeds thereof received in connection with the sale or other disposition of, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementcollection on, after such Shared Collateral upon the occurrence and during the continuance exercise of an Event of Default, all amounts collected remedies 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, set forth in Article VI) in any Insolvency or Liquidation Proceeding shall be applied as follows: firstFIRST, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the Designated Senior Representative to the extent provided hereinSenior Obligations (other than Excess Senior Obligations) due and owing hereunder in such order as specified in the relevant Senior Debt Documents until the Discharge of Senior Obligations or the repayment in full of the Administrative Agent and Senior Obligations in cash or equity has occurred (other than Excess Senior Obligations); provided that upon such Discharge of Senior Obligations or the Collateral Agent repayment in connection with enforcing the rights full of the Agents and the Lenders under the Loan Documents (including all expenses of sale Senior Obligations in cash or other realization of or in respect of the Collateral and any sums advanced equity, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral Agent or to preserve its security interest Proceeds thereof held by it in the Collateral)same form as received, secondwith any necessary endorsements, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder or as a court 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 competent jurisdiction 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 amendmentotherwise direct) to the extent there are no Excess Senior Obligations at the time of such Discharge of Senior Obligations; SECOND, by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority Debt Documents until the Discharge of Second Priority Debt Obligations has occurred; and THIRD, by the Designated Senior Representative to the Excess Senior Obligations in such order as specified in the relevant Senior Debt Documents until the Discharge of Senior Obligations not otherwise previously discharged; provided that upon such 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 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 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 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 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 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 the its agents and counsel, and all expenses, liabilities and advances made or incurred by 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 outstanding obligations under New Senior Debt Documents, Collateral Agent shall be entitled to deduct from the Collateral and any sums advanced share of such Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders’ pro rata share of all amounts that 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 Holdings Senior Notes Trustees, Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the holders of the Existing Holdings Senior Notes such holders’ pro rata share of all amounts that 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, 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 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, 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 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 Collateral Agent pursuant to clause “third” or “fourth” above are insufficient this Section 12, Collateral Agent shall provide the Existing Holdings Senior Notes Trustees 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 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 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 Holdings Senior Notes 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 agreeshall apply the proceeds of any collection or sale of Collateral, as among such parties, including any Collateral consisting of cash as follows: subject First, to the terms payment of that portion of the Security AgreementSecured Obligations constituting fees, any Junior Lien Intercreditor Agreementindemnities, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence expenses and during the continuance of an Event of Default, all other 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 fees, charges and disbursements of counsel to the extent provided herein) due and owing hereunder of the Administrative Agent and amounts payable under Article II of the Collateral Credit Agreement) payable to the 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 Secured Parties, ratably as between the Credit Agreement Secured Parties and the Lenders under the Loan Documents Pari Passu Secured Parties (including all expenses without priority of sale or other realization of or any one over any other) in respect of the Collateral and any sums advanced proportion to the Collateral Agent or to preserve its security interest in unpaid amounts of Credit Agreement Obligations and Pari Passu Obligations which such proceeds applies (i) as among the Collateral), secondPari Passu Secured Parties, 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 unpaid amounts described thereof and (ii) as among the Credit Agreement Secured Parties, as set forth in this clause “fourth” payable to themSection 8.03 of the Credit Agreement; and Last, and fifth, to pay the surplusbalance, if any, to whomever may be lawfully entitled to receive such surplus. To after all of the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Secured Obligations have been indefeasibly paid in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described Borrower or as otherwise required by Law. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in the applicable clause at such timeaccordance with this Agreement. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize 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 the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to Sections 2.6 this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error) and 2.8the Administrative Agent shall have no duty to inquire as to the application by the Pari Passu Trustee of any amounts distributed to the Pari Passu Trustee. If, as applicabledespite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02.

Application of Proceeds. The Lenders Collateral Agent shall, subject to the First Lien/Second Lien Intercreditor Agreement and any other applicable Intercreditor Agreement, promptly apply the Administrative 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 Notes Indenture Document, any Other Second Lien Agreement or any of the Agents Secured Obligations secured by such Collateral, including 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 Notes Indenture Document or any Other Second 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 Notes Indenture Document or any Other Second Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Notes Indenture Document or any Other Second 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 Notes Secured Parties and any Other Second 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 (x) the portion thereof distributed to the Notes Secured Parties to be further distributed in accordance with the order of priority set forth in Section 6.10 of the Notes Indenture and (y) the portion thereof distributed to the Secured Parties of any other Series to be further distributed in accordance with the applicable provisions of the Other Second Lien Agreements governing such Series; 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 the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any Other Second Lien Agreement that is not secured by such Specified Excluded Collateral. 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 Subject to the Administrative ABL Intercreditor Agreement, the Collateral Agent agreeshall apply the proceeds of any collection or sale of Collateral by the Collateral Agent (or received from the ABL Collateral Agent pursuant to ABL Intercreditor Agreement), as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the payment in full of all costs, expenses and Indemnified Liabilities that are incurred or suffered by any Agent (and each sub-agent thereof) or each of their Related Parties and Secured Obligations that are owed to any Agent (and each sub-agent thereof) or each of their Related Parties under Section 10.3(d) of the Amended Credit Agreement (including any such costs, expenses, Indemnified Liabilities or Secured Obligations of, or owed to, any predecessor Agent), in each case, in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Credit Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel (to the extent required to be reimbursed pursuant to the terms of the Security AgreementCredit Documents), any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement the repayment of all advances made by the Collateral Agent 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 hereunder or any Lender on account of amounts then due and outstanding under any other Credit Document on behalf of any Grantor and any other costs, expenses or Indemnified Liabilities incurred or suffered or Secured Obligations owed in connection with the exercise or enforcement of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment in full of the Loan Documents shallSecured Obligations of the Secured Parties other than the Agents under Section 10.3(d) of the Amended Credit Agreement, except as otherwise expressly provided herein, be applied as follows: firstTHIRD, to pay all reasonable out-of-pocket costs and expenses the payment in full of the Secured Obligations of the Secured Parties in respect of Amendment No. 3 Term Loans (including reasonable attorneys’ fees 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); FOURTH, to the extent provided herein) due and owing hereunder payment in full of the Administrative Secured Obligations of the Secured Parties in respect of Amendment No. 3 Rollover Loans (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); FIFTH, to the payment in full of all other Secured Obligations of the Secured Parties (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and SIXTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent and shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses pursuant to a power of sale granted by statute or other realization of or in respect under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any sums advanced part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to preserve its security interest in the Collateral)extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable any attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies (to the extent provided herein) due and owing hereunder of each required to be reimbursed pursuant to the terms of the Lenders in connection with enforcing such Lender’s rights under the Loan Credit 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 So long as the Administrative Agent agreeDischarge of Super Senior Obligations has not occurred, as among such partieswhether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, as follows: the Shared Collateral or Proceeds thereof shall be applied by the Representatives, 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 Grantors under the Super Senior Debt Documents and the Lenders under First Lien Priority Debt Documents, as applicable, in the Loan following order: (i) to the Super Senior Obligations that are not excluded pursuant to the proviso to the definition of such term in such order as specified in the relevant Super Senior Debt Documents (including all expenses an Applicable Intercreditor Agreement) to permanently reduce the Super Senior Obligations until the Discharge 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)Super Senior Obligations has occurred, 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 amendmentii) to the extent First Lien Priority Debt Obligations in such order as specified in the relevant First Lien Priority Debt Documents (including an Applicable Intercreditor Agreement) to permanently reduce the First Lien Priority Debt Obligations until the Discharge of First Lien Priority Debt Obligations has occurred, then (iii) to the Super Senior Obligations that do not constitute Super Senior Obligations (pursuant to the proviso in the definition of Super Senior Obligations) in such order as specified in the relevant Super Senior Debt Documents (including any Applicable Intercreditor Agreement). Upon the Discharge of Super Senior Obligations, each applicable Super Senior Representative shall deliver promptly to the Designated First Lien Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary to reflect differing amounts payableendorsements, and priorities or as a court of paymentscompetent jurisdiction may otherwise direct, to Lenders participating be applied by the Designated First Lien Priority Representative to the First Lien Priority Debt Obligations in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, such order as applicablespecified in the relevant First Lien Priority Debt Documents.

Application of Proceeds. The Lenders and Regardless of any Insolvency or Liquidation Proceeding which has been commenced by or against any Loan Party, any Collateral or any proceeds thereof received, in connection with any Enforcement Action shall be applied in the following order (it being agreed that the Administrative Agent agree, shall apply such amounts in the following order as among such parties, promptly as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, is reasonably practicable 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: receipt thereof; first, to pay all reasonable out-of-pocket costs payment of that portion of the First Lien 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 Article III of the Collateral Credit Agreement) payable to the Administrative 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), capacity as such; second, to pay all reasonable out-of-pocket costs payment of that portion of the First Lien Obligations constituting fees, indemnities and expenses other amounts (other than principal and interest) payable to the Lenders (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinrespective Lenders (including fees and time charges for attorneys who may be employees of any Lender) due and owing hereunder of each amounts payable under Article III 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 ObligationsCredit Agreement), 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 surplusFirst Lien Obligations constituting accrued interest on the Committed Loans and other First Lien 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, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended First Lien Obligations constituting unpaid principal of the Committed Loans, amounts payable under Swap Contracts (including, without limitation, the Energy Hedge Agreement), amounts payable under Treasury Management Services Agreements, ratably among the Lenders, Lender Counterparties and the Lenders hereby irrevocably authorize Eligible Swap Counterparties (including, without limitation, the Energy Hedge Provider), in proportion to the respective amounts described in this clause Fourth held by them; and last, the balance, if any, after all of the First Lien Obligations have been paid in full, to the Borrower or as otherwise required by Law. provided, however, that (x) the foregoing order of application above shall not be altered as a result of any Liens under any of the Collateral Documents, including the Mortgages, failing to secure all of the First Lien Obligations, and the Secured Parties agree that proceeds from all sources shall be applied to ensure that the foregoing order of application is maintained and (y) if, at any time, the Energy Hedge Provider is entitled to terminate the Energy Hedge Agreement pursuant to this Agreement, the amounts and proceeds subject to this Section 5.01 shall not be applied by the Administrative Agent until the Energy Hedge Provider has had a reasonable opportunity (but, in each case, no later than ten (10) Business Days from the date when the Energy Hedge Provider is entitled to enter into any such amendmentterminate the Energy Hedge Agreement) to terminate the extent necessary Energy Hedge Agreement and to reflect differing determine the amount of the Termination Payment resulting therefrom (provided, further, that the Administrative Agent shall be entitled to a copy of detailed supporting documentation for such determination). Any amounts payable, and received by the other Secured Parties in violation of sub-clause (y) in the immediately preceding sentence shall be subject to pari passu sharing with the Energy Hedge Provider pursuant to the foregoing priorities of paymentsdistribution set forth in this Section 5.01. Notwithstanding any other provision of any Secured Obligations Document to the contrary, no payment received from any Loan Party that is not from a Qualified ECP shall be applied by the Administrative Agent or any other Secured Party to Lenders participating the payment of Excluded Swap Obligations, but appropriate adjustments shall be made with respect to payments from other Loan Parties to ensure that (A) such Excluded Swap Obligations shall continue to be paid from total proceeds ratably and timely with the Lender Obligations and (B) the overall application of all proceeds under this Section 5.01 shall result in any new classes or tranches the preservation of loans added pursuant the ratable allocation to Sections 2.6 the Lender Obligations and 2.8, as applicablethe Energy Hedge Provider Obligations (including the Excluded Swap Obligations) otherwise set forth in this Section 5.01.

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 fees and expenses of its agents and legal counsel, the repayment of all advances (other than Protective 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 the payment in full of the Protective Advances and interest accrued thereon; THIRD, to the payment in full of all reasonable out-of-pocket costs other Loan Document Obligations, the Designated Secured Hedge Obligations, the Designated Secured Corporate Credit Card Obligations, the Designated Secured Foreign Exchange Obligations and expenses the Designated Secured Cash Management Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Loan Document Obligations, Designated Secured Hedge Obligations, Designated Secured Corporate Credit Card Obligations, Designated Secured Foreign Exchange Obligations and Designated Secured Cash Management Obligations owed to them on the date of any such distribution); FOURTH, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FIFTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 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 reasonable attorneys’ fees pursuant to a power of sale granted by statute or under a judicial proceeding), the extent provided herein) due and owing hereunder receipt of the Administrative Agent and the Collateral Agent in connection with enforcing the rights or of the Agents and officer making the Lenders under sale shall be a sufficient discharge to the Loan Documents (including all expenses of sale purchaser or other realization of or in respect purchasers of the Collateral so sold and any sums advanced such purchaser or purchasers shall not be obligated to see 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 application of each any part of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, purchase money paid over 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 or such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating officer or be 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 Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders and the Administrative Agent agreeof 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 amount to be applied more favorably) (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as among such partiesapplicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Facility, as follows: subject to applicable, being refinanced pursuant thereto or (y) Term Loans with the terms proceeds 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 Refinancing Notes issued to the extent provided herein) due and owing hereunder of permitted under Section 7.03(a), which shall be applied to the Administrative Agent and the Collateral Agent 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 (A) (to the rights extent applicable) to the next eight scheduled installments following the relevant prepayment event with respect to such Term Loan Tranche in direct order of the Agents maturity and the Lenders under the thereafter shall be applied ratably to any remaining scheduled installments with respect to such Term Loan Documents Tranche (including all expenses any payment due on maturity of sale or other realization such Term Loan Tranche) or, (B) if there are no scheduled installments with respect to such Term Loan Tranche, to reduce the final bullet amount due on maturity of or such Term Loan Tranche. Each prepayment of Term Loans under a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower 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 prepayment 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 timeSection 3.06. 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.83894470_5

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, (1) after the occurrence and during the continuance of an Event of DefaultDefault under subsection 8.1(f), 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”), and (2) after the exercise of remedies provided for in subsection 8.1 (or after the Loans have automatically become due and payable as set forth in subsection 8.1), the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash (the “Collateral Proceeds”), in each case, 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 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)) and all amounts for which the Administrative Agent and the Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document, second, 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 each of the Lenders in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest and accrued but unpaid fees and premiums on Loans then outstanding; , fourth, to pay principal of Loans Loan Document Obligations then outstanding and any premium thereon 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, fifth, to pay all other 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 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 may Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral 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 or Collateral Proceeds 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 applicablepreceding 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 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 (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 (a) Subject to the payment of Permitted Prior Liens to the extent required by applicable law, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agreeproceeds of any title insurance policy required under any Priority Lien Document or Parity Lien Document 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 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 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 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 Agreement, any Junior applicable Priority Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance Document) of an Event all outstanding letters 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 Collateralcredit constituting Priority Lien Debt), 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 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 (i) accrued but unpaid interest on the First Priority Secured Obligations in accordance with the terms thereof and (ii) any Yield-Maintenance Amount payable in respect of the portion of the Prudential Pro Rata Exposure secured pursuant to clauses (i) and (ii) of the definition of First Priority Secured Obligations; 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 Subject to the requirements of the Lenders’ financing documents and the Administrative Agent agree, as among such parties, as follows: subject to the terms rights or remedies of the Security AgreementLenders thereunder, Seller shall apply 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 insurance proceeds 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 damage or destruction of the Agents Project toward the repair, reconstruction or replacement of the Project; provided, however, that if the Project is damaged or destroyed due to an event of Force Majeure to an extent that results, or could reasonably be expected to result, in a repair schedule exceeding twelve (12) months, then, notwithstanding anything in this Agreement to the contrary, Seller shall not be obligated to repair, reconstruct or restore the Project unless and until Buyer waives termination under Section 18.3 for the reasonable duration of the repair. Seller shall use commercially reasonable efforts to include in the Lenders’ financing documents an obligation on the part of Seller and the Lenders under to apply the Loan Documents (including all expenses proceeds of sale or other realization of or in respect of the Collateral physical damage, 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 similar insurance obtained by Seller in connection with enforcing the Project to repair and maintain the Project in order to effectuate Seller’s obligations under this Agreement. In no event shall Seller enter into an agreement with the Lenders respecting the use of insurance proceeds that is not consistent with generally accepted practices in similar financings within the electric industry. DESIGN AND CONSTRUCTION OF PROJECT Seller’s Obligations. At no cost to Buyer, Seller shall: Develop, design, procure, construct, commission, test, own, operate and maintain the Project as required for Seller to perform its obligations under this Agreement; Acquire and maintain all entitlements, consents, franchises, permits, certificates, licenses, authorizations and approvals required by any applicable Governmental Authority (other than the CPUC Approval and requirements of Buyer as the Scheduling Coordinator pursuant to Article 17) for the design, development, construction, installation, testing, interconnection, operation, maintenance, monitoring, removal, and ownership of the Project, (the “Required Permits”); Pay all costs allocated to the Project related to acquiring and/or maintaining rights of way and upgrades to, and construction of, facilities required to interconnect the Project to the electric retail system and the Participating Transmission Owner’s electric system and CAISO Grid under Full Capacity Deliverability Status (as defined in the Tariff), consistent with Applicable Laws and Seller’s interconnection agreement. Design Review. In the event that construction of the Project has not commenced by the Effective Date, at Buyer’s request, Seller shall provide to Buyer information related solely to operational characteristics of the Project for Buyer’s review prior to finalizing design of the Project and before beginning construction work. Seller shall provide to Buyer Notice of any changes Seller proposes to make to the Project which will materially impact its operational characteristics and the operational characteristics of such Lenderchanges, for Buyer’s rights under review as far in advance as practicable, but in no event less than 30 days before the Loan Documentschanges are to be made. Buyer may notify Seller in writing of the results of Buyer’s review of the information provided by Seller pursuant to Section 5.2.1 or 5.2.2, thirdwithin 30 days of Buyer’s receipt of the specifications for the Project or the change, as appropriate, including a description of any flaws perceived by Buyer in the design. Seller shall in good faith consider any of Buyer’s proposed revisions to Seller’s design provided, however, that Seller shall be solely responsible for the final design and shall have no obligation to implement any of Buyer’s proposed revisions to Seller’s design. CONSTRUCTION PERIOD AND MILESTONES Milestone Schedule. In order to meet the Guaranteed Initial Delivery Date, Seller shall use reasonable efforts to meet the construction milestones set forth on Appendix 6.1(a) (“Milestone Schedule”) and to avoid or minimize any delays in meeting such Milestone Schedule. No later than the 10th day of each month while the Project has not yet met its Initial Delivery Date, Seller shall deliver to Buyer a monthly progress report, substantially in the form set forth in Appendix 6.1(b) (“Monthly Progress Report”), describing its compliance with the Milestone Schedule, including projected time to completion of any milestones, for the Project. Seller shall include in any Monthly Progress Report a list of all letters, notices, applications, approvals, authorizations and filings referring or relating to Required Permits, and provide any such documents as may be reasonably requested by Buyer. In addition, Seller shall advise Buyer as soon as reasonably practicable of any problems or issues of which it is aware which could materially impact its ability to meet the Milestone Schedule. Inspection Rights. Buyer shall have the right, upon reasonable prior notice to Seller, during the Term to enter onto the Site, inspect the Project and otherwise inspect or audit Seller’s EPC Contracts and its books and records in order to verify Seller’s compliance with the Milestone Schedule. COMMISSIONING; TESTING Testing Costs. Seller will, at times and for durations reasonably agreed to by Buyer, conduct necessary testing set forth in this Article 7 to assess whether the Project is functioning properly and the Energy Storage System is able to respond to Buyer Dispatch Notices or CAISO dispatch instructions. If a test is deemed a “Buyer Cost Test” hereunder, Buyer shall be obligated to pay interest on Loans then outstanding; fourthfor the electricity required to charge the Energy Storage System relating to such test, and Energy from the Energy Storage System shall be treated as dispatched pursuant to Dispatch Notices by Buyer hereunder. If a test is deemed a “Seller Cost Test” hereunder, (a) Seller shall be responsible for paying (i) the costs of all electricity required to charge the Energy Storage System relating to such test, (ii) the costs of purchasing, scheduling and delivering Charging Energy necessary to recharge the Energy Storage System so as to restore the Stored Energy that existed immediately prior to such test, and (iii) all CAISO costs and charges related to such test, and (b) Seller shall be entitled to all CAISO revenues and other revenues associated with the Energy delivered from the Energy Storage System during such test. If a Seller Cost Test is performed during any period during which Buyer is the Scheduling Coordinator for the Project, Buyer shall pay principal Seller such revenues in the month following Buyer’s receipt of Loans then outstanding such revenues. Commercial Operation Test. At least seven (7) Business Days prior to the Initial Delivery Date, but no earlier than thirty (30) days prior to the Initial Delivery Date, Seller shall schedule and obligations under Secured Hedge Agreements complete a Commercial Operation test for the Energy Storage System (“Commercial Operation Test”). Such Commercial Operation Test shall be scheduled and Cash Management Obligations permitted hereunder conducted in accordance with Appendix 7 hereto and secured shall be deemed a Buyer Cost Test. Seller shall use commercially reasonable efforts to undertake such activities in sufficient time to achieve Commercial Operation by the Security Agreement as Term Loan Facility Obligations, ratably among Guaranteed Initial Delivery Date and Buyer will reasonably cooperate with Seller to meet such deadline. The Commercial Operation Test shall establish the applicable Secured Parties in proportion to initial level of Contract Capacity and Tested Round-Trip Efficiency Rate for purposes of calculating 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 Monthly Capacity Payment under 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 applicable9.2.

Application of Proceeds. The Lenders (a) Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may, 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 provided in Section 6.5 below) of Collateral realized through the exercise by the Administrative Agent of its remedies hereunder, 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 payment of any Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such Obligations and the Administrative Agent agreeshall apply such Proceeds in such different order): First, as among such parties, as follows: subject 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 attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this 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 any Lender on account in its capacity as such; Second, to payment of amounts then due and outstanding under any that portion of the Loan Documents shallObligations constituting fees, except as otherwise expressly provided hereinindemnities and other amounts (other than principal and interest, be applied as follows: firstCash Management Obligations, obligations under the Specified Hedge Agreements and, to pay all reasonable out-of-pocket costs and expenses 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 that portion of the Administrative Agent Obligations constituting accrued 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 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 Lenders hereby irrevocably authorize Loan Parties that are then due and 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 the relevant Borrower 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 clause (8) of Excluded Assets or (ii) the proceeds of the guarantee set forth in Section 2 hereof of a Guarantor described in clause (d) or (f) 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 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 After the occurrence and during the continuance of an Event of DefaultDefault and acceleration of the Loans, all any amounts collected received on account of Loan Obligations (whether received under the Collateral Agency Agreement or received otherwise) shall be applied by the Administrative Agent or any Lender on account in the following order: First, to payment 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: first, expenses and other amounts due 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 its capacity as such; Second, to payment of that portion of the Agents and the Lenders under the Loan Documents (including all expenses of sale Obligations constituting principal, interest or other realization of or fees in respect of the Collateral and any sums advanced Tranche II Revolver Loans (if any) due to the Collateral Agent or Tranche II Revolver Lenders, ratably among them in proportion to preserve its security interest the amounts described in the Collateral), secondthis clause Second due to them; Third, to pay all reasonable out-of-pocket costs payment of that portion of the Loan Obligations constituting fees and expenses indemnities (including reasonable attorneys’ fees other than those paid pursuant to clause First or Second above) due to the extent provided herein) Lender Parties, ratably among them in proportion to the amounts described in this clause Third due and owing hereunder to them; Fourth, 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 Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements accrued and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsunpaid interest on Drawings, ratably among the applicable Secured Lender Parties in proportion to the respective amounts described in this clause “fourth” payable Fourth due to them, and fifth; Fifth, to pay payment of that portion of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To Loan Obligations constituting unpaid principal of the extent any amounts available for distribution pursuant to clause “third” Loans or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata unreimbursed Drawings ratably among the applicable Secured Lender Parties in proportion to the respective amounts described in the applicable this clause at Fifth due to them; Sixth, to be deposited in such time. This Section 10.12 cash collateral account, if any, as may be amended (and required under Article 3 above; Seventh, to payment of all other Loan Obligations, ratably among the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Lender Parties in proportion to the extent necessary respective amounts described in this clause Seventh due to reflect differing amounts payablethem; and Finally, the balance, if any, after all of the Loan Obligations have been indefeasibly paid in full and priorities all of paymentsthe Letters of Credit shall have terminated (or funds equal to the amount of any contingent liabilities in respect thereof shall have been deposited in the Letter of Credit cash collateral account), to Lenders participating in any new classes Genesis (on behalf of the Borrowers) 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 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 Unsecured Lenders and hereby agree that all payments received from the Administrative Agent agreeIssuer or any Credit Party under the Unsecured Debentures shall be applied in the following order of priority (the “Application of Payments Provision”): FIRST, as among such parties, 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 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 Unsecured Lenders in connection with its exercise of remedies and enforcing or collecting the rights Obligations; SECOND, to the payment of costs and expenses of the Agents Unsecured Lenders in connection with their rights, the exercise of remedies, and enforcing or collecting the Lenders under the Loan Documents (including all expenses of sale or other realization of or Obligations, ratably in respect of the Collateral and any sums advanced principal amount of Unsecured Debentures then held by each such Unsecured Lender; THIRD, to the Collateral Agent or payment of accrued but unpaid interest with respect to preserve the Unsecured Debentures (excluding interest which has been added to the principal amount thereof, in accordance with its security interest in the Collateralterms), secondratably in respect of the principal amount of Unsecured Debentures then held by the Unsecured Lenders; and 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 payment of the Lenders outstanding principal amount of the Unsecured Debentures then outstanding, ratably in connection with enforcing such Lender’s rights respect of the principal amount of Unsecured Debentures then held the Unsecured Lenders. Each Credit Party agrees to make payments under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Unsecured Debentures in accordance with the foregoing Application 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 surplusPayments Provision. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullUnsecured Lender receives any payment under the Unsecured Debentures which does not comply with the foregoing Application of Payments Provision, such moneys Unsecured Lender shall segregate and hold such payment in trust for the benefit of, and immediately pay over to, the other Unsecured Lenders, to be allocated pro rata among applied in accordance with the applicable Secured Parties in proportion to the respective amounts described Application of Proceeds Provision, in the applicable clause at such timesame form as received, with any necessary endorsements. This Section 10.12 may be amended (and Each Unsecured Lender hereby authorizes the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payableforegoing payment provisions, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 such authorization is irrevocable and 2.8, as applicablecoupled with an interest.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by the Borrower and the Administrative Agent agreeAgent, 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 the Administrative Agent’s election, the Administrative Agent may, notwithstanding the provisions of Section 2.15 of the Credit Agreement, apply all amounts collected or received any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting Collateral realized through the exercise by the Administrative Agent of its remedies hereunder, 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 Section 2, except as otherwise expressly provided herein, be applied as followsin payment of the Obligations in the following order: firstFirst, to pay all reasonable out-of-pocket costs payment of that portion of the Obligations constituting fees, indemnities, expenses and expenses other amounts (other than principal and interest, but including reasonable attorneys’ attorneys fees payable under the Credit Agreement and amounts payable under Section 2 of this 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 and, to the extent provided hereinpayable under clause First, attorneys fees) due payable to the Lenders (including attorneys fees payable under the Credit Agreement and owing hereunder amounts payable under Section 2 of this Agreement), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Administrative Agent Obligations constituting accrued 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 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 anythe termination value under Specified Hedge Agreements with Qualified Counterparties and Cash Management Obligations and, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant required under Section 2.8(j) of the Credit Agreement, to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullcash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amount of 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 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 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 Law.

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 Lenders and Except as otherwise herein expressly provided, including Section 3.03 hereof, subject (except in the Administrative Agent agree, as among such parties, as follows: subject case of the Cash Collateral) to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the proceeds of any Other Intercreditor collection, sale or other realization of all or any part of the Sharing 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 Intercreditor Agreement Supplementof the Sharing Security Documents, after the occurrence and during the continuance of an Event of Default, all amounts collected or received shall be applied by the Administrative Agent Collateral Trustee as soon as practicable after receipt (or any Lender on account of amounts then due as and outstanding under any of when required by the Loan Documents shall, except as otherwise expressly provided herein, be applied relevant Sharing Security Document) as follows: first, to the Collateral Trustee in an amount equal to the Collateral Trustee Fees which are unpaid as of the applicable Distribution Date plus the amount of Collateral Trustee Fees advanced or paid by any Person (other than the Company) which has theretofore advanced or paid any such Collateral Trustee 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 all reasonable out-of-pocket costs to such Person (and expenses (including reasonable attorneys’ fees 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 hereinin 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) 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 Lien Obligations held by any holder of Senior Notes shall not have been declared (or become) due and owing hereunder payable, then on the date of the Administrative Agent and such application, the Collateral Agent in connection with enforcing Trustee shall set aside the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or monies that would otherwise have been paid to such holder in respect of such Senior Note Lien Obligations into a segregated collateral account for the exclusive right and benefit of such holder, and shall notify the Indenture Trustee of the amount so deposited into such segregated collateral account. 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 Lien Obligations held by such holder upon request of such holder (or to preserve the Indenture Trustee on its security interest behalf) until such time as all such Senior Note Lien Obligations have been paid in the Collateral)full, secondprovided, to pay all reasonable out-of-pocket costs and expenses however, that if (including reasonable attorneys’ fees to the extent provided hereini) any such Senior Note Lien Obligations shall have been declared (or become) due and owing hereunder of each of the Lenders in connection with enforcing payable and (ii) no 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 request shall have been received by the Security Agreement as Term Loan Facility ObligationsCollateral Trustee for application to such Senior Note Lien Obligations within the Applicable Period after such Senior Note Lien Obligations have been declared (or become) due and payable, ratably among then the applicable Secured Parties portion of such monies that would otherwise have been applied to such Senior Note Lien Obligations shall be applied by the Collateral Trustee in proportion to the respective amounts described manner specified in this clause “fourth” payable to them, and fifth, to pay the surplussecond or, 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 applicablethird above.

Application of Proceeds. The Lenders and (a) With respect to Collateral, the Administrative Agent agreeCollateral Trustee will apply the proceeds of any collection, as among such partiessale, as follows: subject foreclosure or other realization upon any Collateral, including proceeds of any title insurance policy required under any Priority Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the terms of Collateral Trustee in the Security AgreementDocuments, any Junior Lien Intercreditor Agreementin the following order of application: FIRST, any Other Intercreditor to the payment of all amounts payable under this Agreement or any Intercreditor Agreement Supplementthe Closing Date Indenture, 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 documented fees, costs and expenses incurred by the Collateral Trustee (including all reasonable and documented costs, fees and expenses of its agents and legal counsel); SECOND, to the repayment of Indebtedness and other obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by a Permitted Lien on the Collateral sold or realized upon, to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to each Priority Lien Representative for each Series of Priority Lien Debt for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Priority Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full and discharge all reasonable out-of-pocket costs outstanding Priority Lien Obligations that are then due and expenses (including reasonable attorneys’ fees payable, ratably in accordance with the aggregate outstanding principal amount of Priority Lien Obligations held by holders of such Series of Priority Lien Debt; provided that, if any holder of any Series of Priority Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such separate collateral, the amount of Priority Lien Obligations with respect to such Series of Priority Lien Debt included in the foregoing shall be reduced by the amount of such proceeds from such separate collateral; and FOURTH, any surplus then remaining shall be paid 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 or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent 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 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 applicablePriority Lien Obligations).

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 and the Senior-Junior Intercreditor Agreement Supplement(if any), after if any Collateral is sold or otherwise realized upon by the occurrence and during Collateral Trustee in connection with any foreclosure, collection or other enforcement of Pari Passu Liens granted to the continuance of an Event of DefaultCollateral Trustee in the Security Documents, all amounts collected or the proceeds received by the Administrative Agent Collateral Trustee from such foreclosure, collection or any Lender 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 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 Debt and other Obligations, other than Pari Passu Lien Debt, secured by a Permitted Lien on the Collateral sold or realized upon, to the extent that the Permitted Lien securing such other Debt or Obligation has priority over the Pari Passu Lien Debt (including any First Lien Obligations subject to the Senior-Junior Intercreditor Agreement) and such other Debt or Obligation is to be discharged in connection with such sale; THIRD, to the respective Pari Passu Lien Representatives for application to the payment of all Pari Passu Lien Debt (which, for the avoidance of doubt, includes the Notes) and any other Pari Passu Lien Obligations that are then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, payable on a pro rata basis up to an amount sufficient to pay in full in cash all reasonable out-of-pocket costs Pari Passu Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Pari Passu 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 Proceeding at the rate, including any applicable post-default rate, specified in the Pari Passu 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 Pari Passu Lien Document) of all outstanding letters of credit constituting Pari Passu Lien Debt); FOURTH, if the ABL Obligations are outstanding, to the agent or other realization representative of or such ABL Obligations as provided in respect the ABL Intercreditor Agreement; and FIFTH, any surplus remaining after the payment in full in cash 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 Subsidiary 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 Lenders, the Administrative Agent, the Canadian Agent, the Collateral Agent and the Administrative Canadian 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 Canadian Agent, the Collateral Agent, the Canadian 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 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, the Canadian Agent, the Collateral Agent and the Canadian 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 obligations under Secured Hedge Agreements any Reimbursement Obligations then outstanding, and Cash Management to cash collateralize any outstanding Bankers’ Acceptances or 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 to them, Administrative Agent and fifthsixth, 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 or to outstanding Bankers’ Acceptances which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent or the Canadian 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 or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances and (y) then, following the expiration of all Letters of Credit and maturity of all Bankers’ Acceptances, 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 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 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 any condemnation proceeds with respect to the occurrence and during Collateral, in the continuance 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, 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 Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably (except as provided in Section 2.2(b)) 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, fees and expenses 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, fees or expenses is not enforceable, allowable or allowed as a claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made), 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 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 and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay applicable Parity Lien Document) of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder outstanding letters 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 surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Parity Lien Debt); THIRD, 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 preceding clauses will be paid as required under Section 10.12 may be amended (and 6.01 of the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Intercreditor Agreement or otherwise, to the extent necessary to reflect differing amounts payableapplicable Grantor, 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 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 (including reasonable attorneys’ fees indemnities of Lender, until paid in full; THIRD, to the extent provided herein) due and owing hereunder payment of each all of the Lenders Secured Obligations in connection with enforcing such respect of the Swing Line Loans to the Swing Line Lender’s rights under the Loan Documents, thirduntil paid in full; FOURTH, to pay the payment of all of the Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest on Loans then outstandingowing to Lender, until paid in full; fourthFIFTH, to pay the payment of all Secured Obligations consisting of principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management or Hedging Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsowing to Lender, ratably among the applicable Secured Parties until paid in proportion full; SIXTH, to the respective amounts described payment of Lender an amount equal to all Secured Obligations in this clause “fourth” payable respect of outstanding Letters of Credit to them, and fifthbe held as cash collateral in respect of such obligations; SEVENTH, to pay the surpluspayment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; EIGHTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and NINTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such 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. 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, 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 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 in connection with enforcing such Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Revolving Credit Loans and L/C Obligations then outstanding; fourth, sixth, 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), seventh, 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 sixth”(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 “sixth”(B)(ii) above) and fiftheighth, 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 “thirdfifth” and “sixth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the 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 “fifth” and “sixth”. To the extent that any amounts available for distribution pursuant to clause “fifth” or “fourthsixth” 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. The Lenders Lenders, the Administrative Agent, the Canadian Agent, the U.S. ABL Collateral Agent and the Administrative Canadian Collateral Agent agree, as among such parties, as follows: subject to the terms of any applicable intercreditor agreement, including the Security Agreement, any Junior Lien Base 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, (A) all amounts collected or received by the Administrative Agent Agent, the U.S. ABL Collateral Agent, any Lender or any Issuing Lender under any U.S. Security Documents 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 hereinin the Loan Documents) due and owing hereunder of the Administrative Agent and the U.S. 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 with respect to the sale or other realization of or in respect of the Collateral granted under the U.S. Security Documents and any sums advanced to the U.S. ABL Collateral Agent or to preserve its security interest in the CollateralCollateral granted under the U.S. Security Documents), 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 U.S. Facility Revolving Credit Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender then outstanding xxxxx to cash collateralize any U.S. Facility L/C Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, sixth, to pay interest on and Cash Management then principal of Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations permitted hereunder in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and secured to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Security Agreement Canadian Agent, as Term Loan Facility Obligationsapplicable, ratably among on a pro rata basis, seventh, to pay all Obligations (as such term is defined in the applicable Guarantee and Collateral Agreement) and all Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) not referenced in clauses first through sixth above pro rata to the Secured Parties (as such term is defined in proportion to the respective amounts described Guarantee and Collateral Agreement) and the Secured Parties (as such term is defined in this clause “fourth” payable to themthe Canadian Guarantee and Collateral Agreement) entitled thereto and, and fiftheighth, 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” sixth above are attributable to the issued but undrawn amount of outstanding Letters of Credit or “fourth” above to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the U.S. ABL Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable U.S. Facility Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or BA Equivalent Loans and (y) then, following the expiration of all Letters of Credit and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause sixth. To the extent any amounts available for distribution pursuant to clause sixth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Revolving Lenders and Issuing Lenders based on their respective Commitment Percentages and (B) all amounts collected or received by the Canadian Agent, the Canadian Collateral Agent, any Issuing Lender or any Canadian Facility Lender under any Canadian Security Document on account of amounts then due and outstanding under any of the Loan Documents shall be applied as follows: first, to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended pay interest on and then principal of Agent Advances to any Canadian Borrower then outstanding, second, to pay all reasonable out-of-pocket costs and expenses (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) including reasonable attorneys’ fees to the extent necessary provided in the Loan Documents) due and owing hereunder of the Canadian Agent and the Canadian Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses with respect to reflect differing amounts payablethe sale or other realization of or in respect of the Collateral granted under the Canadian Security Documents and any sums advanced to the Canadian Collateral Agent to preserve its security interest in the Collateral granted under the Canadian Security Documents), and priorities of paymentsthird, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Canadian Facility Lenders participating and each of the Canadian Facility Issuing Lenders in connection with enforcing such Canadian Facility Lender’s or such Canadian Facility Issuing Lender’s rights under the Loan Documents, fourth, to pay interest on and then principal of Canadian Facility Revolving Credit Loans then outstanding and any new classes Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or tranches L/C Obligations in respect of loans added pursuant Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to Sections 2.6 and 2.8the Canadian Agent, as applicable, on a pro rata basis, fifth to pay any Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) owing to Canadian Secured Parties not referenced in clauses first through fourth above and sixth to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause fourth above are attributable to the issued but undrawn amount of outstanding Letters of Credit issued by a Canadian Facility Issuing Lender or to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Canadian Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Canadian Facility Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or BA Equivalent Loans and (y) then, following the expiration of all Letters of Credit issued by a Canadian Facility Issuing Lender and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause fourth. To the extent any amounts available for distribution pursuant to clause fourth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Canadian Facility Lenders and Canadian Facility Issuing Lenders based on their respective Canadian Facility Commitment Percentages.