Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any Credit Document, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Default and after the right to direct acceleration of the application principal amount of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsLoans hereunder, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the ObligationsAdministrative Agent, and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.shall be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, premium, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ) other than Obligations under any Hedging Agreement; (iv) fourth, to (A) the principal amount of the Obligations outstanding; (including the PIK Amount) and fifth (B) Obligations under any Hedging Agreement owing to a Lender Counterparty or a Secured Hedging Counterparty in an aggregate amount not to exceed the Secured Hedging Obligations Cap; (v) fifth, to any Obligations under any Hedging Agreement in excess of the Secured Hedging Obligations Cap; (vi) sixth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents for which the Administrative Agent has received written notice of such Obligations as being outstanding; and (vii) seventh, after all Obligations have been Paid in Full, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such the Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on a pro rata basis with respect to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Notes; fourthand third, to the principal amount of Notes then due and owing on a pro rata basis with respect to the Obligations outstanding; and fifth to any other indebtedness outstanding Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower the Borrowers or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations accrued and expenses incurred by or owing to any Lender unpaid interest on the First Out Notes on a pro rata basis with respect to this Agreement, the other Financing Documents or the Collateraloutstanding First Out Notes; third, to the principal amount of the First Out Notes and to any Prepayment Premium thereon then due and owing on a pro rata basis with respect to the outstanding First Out Notes; fourth, to accrued and unpaid interest on the Obligations (including any interest which, but for Fourth Tranche US Last Out Term Notes on a pro rata basis with respect to the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Fourth Tranche US Last Out Term Notes; fourthfifth, to the principal amount of the Obligations outstanding; Fourth Tranche US Last Out Term Notes and fifth to any other indebtedness Prepayment Premium thereon then due and owing on a pro rata basis with respect to the Fourth Tranche US Last Out Term Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower Representative or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything From and after the date on which the Administrative Agent has taken any action pursuant to the contrary contained in this Agreement, upon the occurrence Section 9.2 and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and until all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part Obligations of the ObligationsLoan Parties have been paid in full, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, in such order shall be applied as Agent may from time to time elect.follows: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, reimburse the Administrative Agent and the Lenders for out-of-pocket costs, indemnitiesexpenses and disbursements, liabilitiesincluding reasonable attorneys’ and paralegals’ fees and legal expenses, obligations incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred by to sell or owing to Agent with respect to this Agreementotherwise realize on, the or prepare for sale or other Financing Documents or realization on, any of the Collateral; ; (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or the Loan Documents (other than under any Lender Provided Hedge or Other Lender Provided Financial Services Product), whether of principal, interest, fees, costs, indemnities, liabilities, obligations expenses or otherwise and expenses incurred by or owing to any Lender with respect to this Agreement, cash collateralize the other Financing Documents or the Collateral; Letter of Credit Obligations; (iii) third, to accrued the repayment of all Obligations then due and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)Loan Parties to the Lenders or their Affiliates incurred under any Lender Provided Hedge or Other Lender Provided Financial Services Product; and (iv) fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or balance, if any, as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryrequired by Law.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Agents pursuant to direct this Agreement or any other Loan Document, the application exercise of any and all payments at rights or remedies under any time or times thereafter received by Agent from or on behalf of such Borrower Security Document or any Guarantor of all or other agreement with any part Credit Party which secures any of the Obligations, andshall be applied in the following order: (a) First, to payment of the reasonable out-of-pocket expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as between Borrowers on may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including any costs or expenses incurred by the one hand Collateral Agent necessary for the preservation or protection of Collateral and reasonable compensation to each Agent and Lenders on the otherits agents and counsel, Agent shall have the continuing and exclusive right to apply and to reapply the ratable payment of any other unreimbursed reasonable expenses and all payments received against indemnities for which any Secured Party is to be reimbursed pursuant to this Agreement or any other Loan Document, in each case that are then due and payable; *Information marked with an asterisk herein has been omitted and filed separately with the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by AgentCommission pursuant to a request for confidential treatment. (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Agents, Commitment Fees, and continuance of an Event of Default, but absent other fees owing to the occurrence Agents and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.Advances under this Agreement; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Advances then due and payable under this Agreement; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Advances and which are owing to the Obligations outstanding; Agents and fifth the Lenders; (e) Fifth, to the ratable payment of any other indebtedness or obligations outstanding Obligations then due and payable; and (f) Sixth, any excess after payment in full of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining all Obligations shall be delivered paid to Borrowers the Borrower or to whomever such other Person who may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryexcess.

Application of Proceeds. (a) Notwithstanding anything Any moneys collected by the Trustee pursuant to the contrary contained in this AgreementArticle or, upon the occurrence and during the continuance of after an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time money or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent other property distributable in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in Company’s obligations under this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received Indenture shall be applied in the numerical following order provided until exhausted prior at the date or dates fixed by the Trustee and, in case of the distribution of such moneys or other property on account of principal (including Additional Amounts), upon presentation of the Notes in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, or issuing Notes in reduced principal amounts in exchange for the presented Notes if only partially paid, or upon surrender thereof if fully paid: FIRST: to the application payment of all amounts due to the next succeeding categoryTrustee and/or any predecessor Trustee under Section 6.6, except for any such amounts that result from negligence or willful misconduct; SECOND: to the payment of all amounts due to the Agents; THIRD: in case the principal of the Notes in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of overdue interest (zincluding Additional Amounts) each on such Notes in default in the order of the maturity of the installments of such interest (including Additional Amounts), with interest upon the overdue installments of interest (including Additional Amounts) at the rate or rates of interest specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; FOURTH: in case the principal of the Notes in respect of which moneys have been collected shall have become and shall be then due and payable, to receive a the payment of the whole amount then owing and unpaid upon all such Notes for principal and interest (including Additional Amounts), with interest upon the overdue principal, and upon overdue installments of interest (including Additional Amounts), at the rate or rates of interest specified in such Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon such Notes, then to the payment of such principal and interest (including Additional Amounts), without preference or priority of principal over interest (including Additional Amounts), or of interest over principal, or of any particular category shall receive an amount equal installment of interest over any other installment of interest, or of such Note over any other such Note, ratably to its Pro Rata Share the aggregate of amounts available such principal and accrued and unpaid interest (including Additional Amounts); and FIFTH: to be applied pursuant the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto for such categoryof which the Trustee has received written notice.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent Lender from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders Lender on the other, Agent Lender shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent Lender may deem advisable notwithstanding any previous application by AgentLender. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent Lender shall apply any and all payments received by Agent Lender in respect of the Obligations, and any and all proceeds of Collateral received by AgentLender, in such order as Agent Lender may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent Lender shall apply any and all payments received by Agent Lender in respect of the Obligations, and any and all proceeds of Collateral received by AgentLender, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent Lender with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstanding; and fifth fourth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, foregoing and (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything All moneys collected by the Pledgee upon any sale, application or other disposition of Collateral through enforcement, realization hereunder or otherwise, together with all other moneys received by the Pledgee hereunder in respect of Collateral, shall first be applied to the contrary contained payment of all costs and expenses incurred by the Pledgee in this Agreementconnection with such sale or disposition, upon the occurrence and during delivery of the continuance of an Event of Default, each Borrower irrevocably waives Collateral or the right to direct the application collection of any such moneys (including, without limitation, reasonable attorneys' fees and all payments at any time or times thereafter received by Agent from or on behalf expenses), and the balance of such Borrower or any Guarantor of all or any part of moneys (the Obligations, and, "Remaining Proceeds") shall be applied by the Pledgee as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentrequired below. (b) Following Prior to the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent satisfaction in respect full of the Senior Obligations, and any and all proceeds of Collateral received by Agentthe Remaining Proceeds shall be applied, when available, to satisfy, in full, the Senior Obligations. Where the Remaining Proceeds are insufficient to pay off the Senior Obligations in full, such order as Agent may from time Remaining Proceeds will be applied (i) first, to time electthe unpaid and accrued interest on the Parent Notes, (ii) second, to the unpaid principal amount of the Parent Notes, and (iii) third, to any other obligations owed under the Parent Notes. (c) Notwithstanding anything After the satisfaction in full of the Senior Obligations, any Remaining Proceeds not theretofore distributed pursuant to the contrary contained foregoing provisions of this Section 9 shall be applied, when available, to satisfy, in this Agreementfull, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent the Subordinated Obligations. Where the Remaining Proceeds are insufficient for the payment in respect full of the outstanding Subordinated Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior (i) first, to the application unpaid and accrued interest on the Cadmus Notes, (ii) second, to the next succeeding categoryunpaid principal amount of the Cadmus Notes, and (ziii) each of third, to any other obligations owed under the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryCadmus Notes.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each : (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the U.S. Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any Credit Document, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Default and after the right to direct acceleration of the application principal amount of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsLoans hereunder, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the ObligationsAdministrative Agent, and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.shall be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, premium (including the Prepayment Premium), costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ) other than Obligations under any Hedging Agreement; (iv) fourth, to the principal amount of the Obligations outstanding; and fifth other than Obligations under any Hedging Agreement; (v) fifth, to any Obligations under any Hedging Agreement; (vi) sixth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents for which the Administrative Agent has received written notice of such Obligations as being outstanding; and (vii) seventh, after all Obligations have been Paid in Full, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.. MidCap / Omada Health / Credit, Security and Guaranty Agreement (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including without limitation costs and all payments at any time or times thereafter received by Agent from or on behalf expenses incurred in connection with the collection of such Borrower or any Guarantor proceeds and the payment of all or any part of the Obligations, anddue to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Loan Document, as between Borrowers on the one hand any Security Instrument or other collateral documents, and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.applicable law; (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Lender, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, Advances and any Letters of Credit under this Agreement and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.the Notes; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Advances owing under this Agreement and the Notes; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders and to the payment of all obligations of the Obligations outstanding; and fifth Borrower or its Subsidiaries owing to any Swap Counterparty under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, if any, then due and payable; and (e) Fifth, the remainder, if any, to the Borrower or its Subsidiaries, or its respective successors or assigns, or such other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever Person as may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Credit Document, upon the occurrence and during the continuance of an Event of Default, Default and after the acceleration of the principal amount of any of the Loans hereunder: (a) each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent, the Collateral Agent or any Issuing Bank from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsCredit Party, and, as between Borrowers each Credit Party on the one hand and Agent the Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders on the other, the Administrative Agent shall and each Issuing Bank will have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as the Administrative Agent (or, as applicable, such Issuing Bank) may deem advisable and consistent with this Agreement notwithstanding any previous application by Agent.Administrative Agent (or, as applicable, such Issuing Bank); and (b) Following the occurrence and continuance of an Event of Defaultsubject to Section 2.15(d), but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of any Secured Party (other than through the ObligationsAdministrative Agent), and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.will be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent or the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or Issuing Bank with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ; (iv) fourth, (A) to the principal amount of the Obligations, including, without limitation, with respect to the deposit of Cash Collateral to secure the Letter of Credit Usage and future payment of related fees in compliance with Section 2.4(h), (B) to any Obligations under any Secured Rate Contract and (C) to any Obligation under any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding; and fifth ; (v) fifth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, the Collateral Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents or any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding under such Bank Product Agreement; and (vi) sixth, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y1) amounts received shall will be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (z2) each of the Persons entitled to receive a payment in any particular category shall will receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrower, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding at any previous application by Agent. (b) Following time or times after the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) . Notwithstanding anything to the contrary contained in this AgreementAgreement (including, if an Acceleration Event shall have occurredwithout limitation, Section 1.1 and so long as it continues1.5 hereof), Agent shall apply any and all payments received by Agent in respect (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds Collateral) received after acceleration of Collateral received by Agent, in the following orderObligations shall be applied: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding (other than Obligations owed under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Installments thereof); and fifth fourth to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing DocumentsLoan Documents or any Interest Rate Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower the Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between the Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Agent. Administrative Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Agents (in their capacities as Collateral Agent and Administrative Agent, respectively) with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of the Borrowers owing to Agent Agents or any Lender under the Financing Documents. Any balance remaining shall be delivered delivered, to the extent applicable, in accordance with the Second Lien Intercreditor Agreement, to the Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth sixth to any other indebtedness or obligations of Borrowers Borrower owing to Administrative Agent or any Lender under the Financing Documents. (c) Absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. In the absence of any specific election made by Administrative Agent pursuant to this clause (c), payments and proceeds received by Administrative Agent pursuant to this clause (c) shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations; fourth, to the principal amount of the Obligations outstanding; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; sixth to provide cash collateral to secure any then outstanding Loans, Letter of Credit Liability and payment of related fees; seventh to provide cash collateral to secure any other then outstanding Obligations, other than in respect of Swap Contracts permitted, but not required, by the terms of this Agreement, eighth to provide cash collateral to secure Obligations in respect of Swap Contracts permitted, but not required, by the terms of this Agreement; and ninth to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Financing Documents. (d) Any balance remaining after giving effect to the applications set forth in this Section 9.6 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 9.6, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any and all payments at rights or remedies under any time or times thereafter received by Agent from or on behalf of such Borrower Security Document or any Guarantor of all or other agreement with any part Loan Party which secures any of the Obligations, andshall be applied in the following order: (a) First, to payment of the reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as between Borrowers on may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the one hand and Administrative Agent and Lenders on the otherits agents and counsel, Agent shall have the continuing and exclusive right to apply and to reapply the ratable payment of any other unreimbursed reasonable expenses and all payments received against indemnities for which the Obligations Administrative Agent or any Secured Party is to be reimbursed pursuant to this Agreement or any other Loan Document, in such manner as Agent may deem advisable notwithstanding any previous application by Agent.each case that are then due and payable; (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Bank, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the ObligationsRevolving Advances, and any and all proceeds Letters of Collateral received by Agent, in such order as Agent may from time to time elect.Credit under this Agreement; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Revolving Advances and the Swing Line Advances then due and payable under this Agreement; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Revolving Advances, the Obligations outstanding; Swing Line Advances, and fifth Letters of Credit and which are owing to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders; (e) Fifth, ratably, according to the unpaid termination amounts thereof, to the payment of all obligations of any Borrower or its Subsidiaries owing to any Swap Counterparty under any Swap Contract, if any, then due and payable; (f) Sixth, to the ratable payment of any other indebtedness or obligations outstanding Obligations then due and payable; and (g) Seventh, any excess after payment in full of Borrowers owing all Obligations shall be paid to Agent the Parent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers other Loan Party as appropriate or to whomever such other Person who may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryexcess.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers the Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers the Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing DocumentsDocuments and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category. (c) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy CodeCode or similar applicable statute, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower Note Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsNote Party, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , but in all events subject to Section 8.6(b), and (b) Following after the occurrence and during the continuance of an Event of Default, but absent Agent may, and upon the occurrence direction of the Requisite Purchasers shall, apply all proceeds of the Collateral, and continuance of an Acceleration Event, in any event Agent shall apply any and proceeds of Collateral with respect to any sale of, collection from or other realization upon all payments received or any part of the Collateral pursuant to the exercise in accordance with the terms of the Note Documents by Agent of its rights or remedies during an Event of Default or received in connection with an insolvency proceeding with respect to any Note Party, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due and payable to the Purchasers until paid in full; (iii) third, ratably to pay interest then due and payable in respect of the ObligationsObligations until paid in full; (iv) fourth, and any and all proceeds ratably to pay principal of Collateral received by Agentthe Obligations (or, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreementextent such Obligations are contingent, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent to provide cash collateral in respect of the Obligations, and any and all proceeds of Collateral received by Agent, such Obligations in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent accordance with respect to this Agreement, the other Financing Documents or the Collateral) until paid in full; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthv) fifth, to the principal amount ratable payment of the all other Obligations outstandingthen due and payable; and fifth to (v) last, any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out All amounts allocated pursuant to the foregoing, foregoing clauses (yii) amounts received through (v) to the Purchasers shall be applied in the numerical order provided until exhausted prior allocated among and distributed to the application to the next succeeding category, and (z) Purchasers pro rata based on each Purchaser’s share of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryObligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent against the Obligations in such the manner as Agent may deem advisable notwithstanding any previous application by Agentdescribed in clause (c) below. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time electthe manner described in clause (c) below. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy CodeCode or any other Debtor Relief Laws, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Bank (a) Notwithstanding anything to the contrary contained extent a Bank is to share therein) that Bank’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Bank’s appropriate Percentage. Each Bank’s interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to a Bank with respect to any such payments, collections and proceeds shall be to account for such Bank’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the occurrence and during Agent in connection with such refund. If any Bank has wrongfully refused to fund its Percentage of any Loans, or if the continuance outstanding principal balance of an Event the Loans made by any Bank is for any other reason less than its respective Percentage of Defaultthe aggregate principal balance of all Loans (except Swing Line Loans), each the Agent may remit payments received by it to the other Banks until such payments have reduced the aggregate amounts owed by the Borrower irrevocably waives to the right extent that the aggregate amount of the Loans owing to direct such Bank hereunder are equal to its Percentage of the aggregate amounts of the Loans owing to all of the Banks hereunder. The foregoing provision is intended only to set forth certain rules for the application of any payments, proceeds and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, collections in the following order: first, event that a Bank has breached its obligations hereunder and shall not be deemed to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to excuse any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on Bank from such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryobligations.

Application of Proceeds. (a) Notwithstanding anything All moneys collected by the Collateral Agent upon any sale or other disposition of any Collateral, together with all other moneys received by the Collateral Agent under any Security Document, shall be applied as follows: (i) first, to the contrary contained payment of all amounts owing the Collateral Agent for (x) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest and other Liens in the Collateral, (y) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights under this AgreementAgreement or any Security Document, upon together with reasonable attorneys’ fees and court costs, in each case, in the occurrence event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of Holdings or its Subsidiaries and during the continuance of after an Event of Default, each Borrower irrevocably waives Default shall have occurred and be continuing and (z) all amounts paid by the right to direct Collateral Agent for which the application of any and all payments at any time or times thereafter received Collateral Agent is indemnified by Agent from or on behalf of such Borrower Holdings or any Guarantor of all its Subsidiaries and for which the Collateral Agent is entitled to reimbursement pursuant to Section 9.05 or any part of the Obligations, and, as between Borrowers on indemnification provisions contained in the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.Security Documents; (bii) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to the extent proceeds remain after the application pursuant to the preceding clause (i), to the payment of all fees, costs, indemnities, liabilities, obligations and expenses incurred by or amounts owing to any Lender with respect Agent for (x) all amounts paid by such Agent for which such Agent is indemnified by Holdings or any of its Subsidiaries and for which such Agent is entitled to this Agreement, the other Financing Documents reimbursement pursuant to Section 9.05 or the Collateral; indemnification provisions contained in the Security Documents and (y) all amounts owing to any Agent pursuant to any of the Loan Documents in its capacity as such; (iii) third, to accrued the extent proceeds remain after the application pursuant to the preceding clauses (i) and unpaid interest on (ii), an amount equal to the outstanding Primary Obligations (including any interest whichshall be paid to the Secured Creditors as provided in Section 9.21(d), but for with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the provisions proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the Bankruptcy Code, would have accrued on such amounts); amount remaining to be distributed; (iv) fourth, to the principal extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9.21(d), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the Obligations outstandingamount remaining to be distributed; and (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and fifth following the termination of this Agreement and the Security Documents, to any other indebtedness Holdings or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers its relevant Subsidiary or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out surplus. (b) When payments to Secured Creditors are based upon their respective Pro Rata Shares, the foregoing, (y) amounts received by such Secured Creditors shall be applied in the numerical order provided until exhausted prior (for purposes of making determinations under this Section 9.21 only) (i) first, to the application to the next succeeding category, their Primary Obligations and (zii) each second, to their Secondary Obligations. If any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the Persons entitled unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share such excess amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Creditors entitled to such distribution. (c) Each of the Secured Creditors, by their acceptance of the benefits of the Security Documents, agrees and acknowledges that if the Lenders receive a distribution on account of undrawn amounts available with respect to Letters of Credit issued under this Agreement (which shall only occur after all outstanding Revolving Facility Loans and unreimbursed L/C Disbursements have been paid in full), such amounts shall be paid to the Administrative Agent and held by it, for the equal and ratable benefit of the Lenders, as cash security for the repayment of all obligations owing to the Lenders as such. If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit, and after the application of all such cash security to the repayment of all obligations owing to the Lenders after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the Administrative Agent to the Collateral Agent for distribution in accordance with Section 9.21(a). (d) All payments required to be applied made hereunder shall be made (x) if to the Lenders, to the Administrative Agent for the account of the Lenders and (y) if to the Swap Counterparties, to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Counterparties or, in the absence of such a Representative, directly to the Swap Counterparties. (e) For purposes of applying payments received in accordance with this Section 9.21, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent and (ii) the Representative or, in the absence of such a Representative, upon the Swap Counterparties for a determination (which the Administrative Agent, each Representative and the Swap Counterparties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Primary Obligations and Secondary Obligations owed to the Secured Parties. Unless it has received written notice from a Lender or a Swap Counterparty to the contrary, the Administrative Agent and each Representative, in furnishing information pursuant thereto for such categoryto the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. (f) It is understood that Holdings and the other Loan Parties shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following . In the occurrence and continuance absence of an Event of Defaultany specific election by Administrative Agent, but absent the occurrence and continuance of or if an Acceleration EventEvent shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)) on a pro-rata basis among the Lenders in accordance with their respective Pro Rata Share; fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e), all on a pro-rata basis among the Lenders in accordance with their respective Pro Rata Share; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth sixth to any other indebtedness or obligations of Borrowers Borrower owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as , all on a court of competent jurisdiction may direct. In carrying out pro-rata basis among the foregoing, (y) amounts received shall be applied Lenders in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its accordance with their respective Pro Rata Share of amounts available to be applied pursuant thereto for such categoryShare.

Application of Proceeds. (a) Notwithstanding anything to After a Default and acceleration of the contrary contained in this AgreementObligations, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time sale or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor enforcement of all or any part of the ObligationsCollateral pursuant to the Security Agreement and the balance of any moneys in the Settlement Account and the Funding Account shall be applied by the Agent: FIRST, andto the extent that any such proceeds arise from a sale of any Pledged Servicing, to the payment of any amounts due by the Borrower to the other party to the Servicing Agreements governing such Pledged Servicing, as between Borrowers on a condition to the one hand transfer of the Borrower's interest in any such Pledged Servicing, pursuant to the terms of such Servicing Agreements, including without limitation all amounts described in the Acknowledgement Agreements; SECOND, to the extent not already repaid from the proceeds of the Collateral by the Collateral Agent, to the payment of all costs and Agent expenses of such sale or enforcement, including reasonable compensation to the Agent's agents and Lenders on the othercounsel, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against expenses, liabilities and advances made or incurred by the Obligations in such manner as Agent may deem advisable notwithstanding or any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect Lender acting on instructions of the ObligationsRequired Lenders in connection therewith; THIRD, and any and all to the extent not already repaid from the proceeds of the Collateral received by the Collateral Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and payment of all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to the Collateral Agent with respect to this under the Security Agreement, the other Financing Documents or the Collateral; secondFOURTH, to the payment of the outstanding principal balance of, and all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on and Fees attributable to, all Loans under this Agreement, ratably according to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on amount so due to each Lender until such amounts)amounts are paid in full; fourthFIFTH, to the principal amount extent proceeds remain after application under the preceding subparagraphs, to the payment of all remaining Obligations, until such amounts are paid in full; SIXTH, to the extent that any such proceeds arise from a sale of any Pledged Servicing and remain after satisfying the prior amounts in full, to the payment of all sums due to any party to the Servicing Agreement governing such Pledged Servicing which, by the terms of the Obligations outstandingapplicable Acknowledgment Agreement, are subordinated in priority of payment to the amounts payable to the Agent and the Lenders, as described above; and fifth SEVENTH, to any other indebtedness or obligations of Borrowers owing the payment to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Borrower, or to whomever may be lawfully entitled to receive such balance its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. In carrying out the foregoing, (y) amounts received The Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. If the proceeds of any such sale are insufficient to cover the next succeeding categorycosts and expenses of such sale, as aforesaid, and (z) each the payment in full of the Persons entitled to receive a payment in Obligations, the Borrower shall remain liable for any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorydeficiency.

Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Bank (a) Notwithstanding anything to the contrary contained extent a Bank is to share therein) that Bank's pro rata share of all payments of principal, interest and fees payable hereunder in this Agreementaccordance with such Bank's appropriate Percentage; provided, upon however, that all payments received after the termination of the Revolving Commitments following the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the after application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by the Agent or owing any Bank in collection thereof (as contemplated in Section 8.5), shall be allocated to the Banks in accordance with their Default Percentages. Each Bank's interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent's only liability to a Bank with respect to any such payments, collections and proceeds shall be to account for such Bank's Percentage (or Default Percentage, as the case may be) of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its Percentage (or Default Percentage, as the case may be) of such payments, collections or proceeds, together with its Percentage (or Default Percentage, as the case may be) of interest or penalties, if any, payable by the Agent in connection with such refund. If any Bank has wrongfully refused to fund its Percentage of any Borrowing, or if the outstanding principal balance of the Advances made by any Bank is for any other reason less than its respective Percentage of the aggregate principal balance of all Advances, the other Financing Documents or the Collateral; second, Agent may remit payments received by it to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or Banks until such payments have reduced the Collateral; third, to accrued and unpaid interest on aggregate amounts owed by the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, Borrower to the principal extent that the aggregate amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Advances owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount Bank hereunder are equal to its Pro Rata Share Percentage of the aggregate amounts available of the Advances owing to all of the Banks hereunder. The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Bank has breached its obligations hereunder and shall not be applied pursuant thereto for deemed to excuse any Bank from such categoryobligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following Subject to the terms of the Affiliated Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of the Affiliated Intercreditor Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent or the Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any and all payments at rights or remedies under any time or times thereafter received by Agent from or on behalf of such Borrower Security Document or any Guarantor of all or other agreement with any part Loan Party which secures any of the Obligations, andshall be applied in the following order: (a) First, to payment of the reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as between Borrowers on may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the one hand and Administrative Agent and Lenders on the otherits agents and counsel, Agent shall have the continuing and exclusive right to apply and to reapply the ratable payment of any other unreimbursed reasonable expenses and all payments received against indemnities for which the Obligations Administrative Agent or any Secured Party is to be reimbursed pursuant to this Agreement or any other Loan Document, in such manner as Agent may deem advisable notwithstanding any previous application by Agent.each case that are then due and payable; (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Bank, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, Revolving Advances and any and all proceeds Letters of Collateral received by Agent, in such order as Agent may from time to time elect.Credit under this Agreement; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Revolving Advances then due and payable under this Agreement; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Revolving Advances and Letters of Credit and which are owing to the Administrative Agent, the Issuing Bank and the Lenders; (e) Fifth, ratably, according to the unpaid termination amounts thereof, to the payment of all obligations of the Obligations outstanding; and fifth Borrower or its Subsidiaries owing to any Swap Counterparty under any Swap Contract, if any, then due and payable; (f) Sixth, to the ratable payment of any other indebtedness or obligations outstanding Obligations then due and payable; and (g) Seventh, any excess after payment in full of Borrowers owing all Obligations shall be paid to Agent the Borrower or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers other Loan Party as appropriate or to whomever such other Person who may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryexcess.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower , (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Applicable Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Applicable Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against at any time or times after the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentoccurrence and during the continuance of an Event of Default. (b) Following Acceleration of US Obligations, the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of US Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this AgreementUS Agent, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations any US Tranche A Lender and expenses incurred by or owing to any US Tranche A1 Lender with respect to this Agreement, the other Financing Loan Documents or the US Collateral; thirdsecond, to accrued and unpaid interest on and Fees with respect to the US Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the US Tranche A1Loans outstanding; fourth, to the principal amount of all other US Obligations outstanding (other than US Obligations owed to any US Lender under a US Interest Rate Agreement) and to cash collateralize outstanding US Letters of Credit (pro rata among all such US Obligations (based upon the Obligations outstandingprincipal amount thereof or the outstanding face amount of such US Letters of Credit, as applicable); and fifth to any other indebtedness or obligations US Obligations of US Borrowers owing to US Agent or any US Lender under the Loan Documents or any US Interest Rate Agreement and sixth to any other Obligations of US Borrowers owing to Agents or any Lender under the Financing Loan Documents. Any balance remaining shall be delivered to US Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (c) Following Acceleration of Canadian Obligations, the proceeds of any sale of, or other realization upon, all or any part of the Canadian Collateral shall be applied: first, to all costs and expenses incurred by or owing to Canadian Agent, and any Canadian Tranche A Lender and any Canadian Tranche A1 Lender with respect to this Agreement, the other Loan Documents or the Canadian Collateral; second, to accrued and unpaid interest and Fees with respect to the Canadian Obligations (including any interest which but for the provisions of any Insolvency Law, would have accrued on such amounts); third, to the principal amount of the Canadian Tranche A1 Loans outstanding; fourth, to the principal amount of all other Canadian Obligations outstanding and to cash collateralize outstanding Canadian Letters of Credit (pro rata among all such Canadian Obligations (based upon the principal amount thereof or the outstanding face amount of such Canadian Letters of Credit, as applicable); and fifth to any other Canadian Obligations of Canadian Borrowers owing to Canadian Agent or any Canadian Lender under the Loan Documents. Any balance remaining shall be delivered to Canadian Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received The proceeds of any sale of or other realization upon assets of a Canadian Borrower shall in all cases be applied first to repay obligations of such Canadian Borrower in the numerical order provided until exhausted prior specified and shall thereafter be made available to the application other Canadian Borrowers to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorypay other Canadian obligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time shall be directed by the Required Lenders; provided that all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to time electthe Agent with respect to this Agreement, the other Financing Documents or the Collateral shall be paid prior to the Required Lenders directing payment to any other parties or accounts. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, Each Pledgor hereby agrees that it shall upon the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives (i) immediately turn over to the right Collateral Agent any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Collateral Agent, the possession of which is required for the perfection of the Collateral Agent's security interest for the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties and not commingled prior to direct its coming into the application Collateral Agent's possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting Proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf Collateral to be deposited directly in an account of such Borrower the Pledgor (or any Guarantor of all or any part them) with the Collateral Agent and to cause such sums to be applied to the satisfaction of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following All proceeds from any collection or sale of the occurrence and continuance Collateral pursuant hereto, all Collateral consisting of an Event of Defaultcash, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by deposits in accounts of any Pledgor with any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Lenders and the Issuing Bank in respect of the ObligationsLoans, LC Disbursements and any Interest Rate Hedging Agreements, pro rata as among the Lenders (including, but not limited to, any of them as an Interest Rate Protection Merchant) in accordance with the amounts of such Obligations owed to them, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (ciii) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the payment of the Obligations (including any interest which, but for other than those referred to above) pro rata as among the provisions Secured Parties in accordance with the amounts of the Bankruptcy Code, would have accrued on such amounts); fourth, Obligations owed to them. Any amounts remaining after such applications shall be remitted to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance Pledgors or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (y) amounts received The Collateral Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application to the next succeeding categoryof any such proceeds, and (z) each of the Persons entitled to receive a payment cash, or balances in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryaccordance with this Agreement.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Agent. Administrative Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding (excluding any Obligations in respect of any Swap Contract); fifth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything Amounts deposited in the Guaranty Account shall be applied in the following order of priority: First, to the contrary contained payment of (i) the reasonable costs and expenses (including attorney fees and disbursements) incurred by the Agent in administering and carrying out its obligations under this AgreementGuaranty and (ii) all amounts owing to the Agent in respect of indemnification or expense reimbursement claims owing to the Agent pursuant to Section 5; Second, upon to the occurrence payment of (i) the reasonable costs and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application expenses (including attorney fees and disbursements) of any Obligee in exercising or attempting to exercise any right or remedy hereunder and (ii) all payments at amounts owing to any time Obligee in respect of indemnification or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part expense reimbursement claims owing to it pursuant to Section 5; Third, to the Obligees in respect of the Obligationsoutstanding Obligations of each Obligee, andrespectively, as between Borrowers on at such time, pro rata in accordance with the one hand and Agent and Lenders on aggregate amounts of the otheroutstanding Obligations of each Obligee, Agent respectively, at such time, until the outstanding Obligations shall have been paid in full; and Fourth, the continuing and exclusive right balance, if any, to apply and to reapply any and all payments received against the Obligations in Guarantor or such manner other person or persons as Agent may deem advisable notwithstanding any previous application by Agentshall be entitled thereto. (b) Following All amounts deposited in any sub-account in the occurrence Guaranty Account shall be applied as provided in Sections 4.1 (b) and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect(c). (c) Notwithstanding anything Each Obligee agrees that, notwithstanding any provision of this Guaranty, the Credit Agreement, the 1995 Agreement, the Nova Agreement or the 2000 Agreement, any sums and amounts received by such Obligee pursuant to this Section 4.2 shall be applied to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long payment of its outstanding Obligations as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderfollows: first, to the payment of all feesoutstanding Obligations owed to such Obligee, costsother than principal, indemnitiespremium, liabilities, interest and obligations and expenses incurred by or owing to Agent with in respect to this Agreement, the other Financing Documents or the Collateralof reimbursement of Letter of Credit Participations; second, to the payment of all fees, costs, indemnities, liabilities, obligations outstanding Obligations owed to such Obligee consisting of accrued interest; and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued the payment of all outstanding Obligations owed to such Obligee consisting of principal, premium, Makewhole Price and unpaid interest on the Obligations (including any interest which, but for the provisions obligations in respect of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount reimbursement of the Obligations outstanding; and fifth to any other indebtedness or obligations Letter of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryCredit Participations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Loan Document, upon the occurrence and during the continuance of an Event of Default, each Borrower (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding at any previous application by Agent. (b) Following time or times after the occurrence and during the continuance of an Event of DefaultDefault and (b) payments (including the proceeds of any sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral Collateral) received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect after acceleration of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderObligations shall be applied as follows: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this AgreementAgent, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations L/C Issuer and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding (including cash collateralization of Letter of Credit Participation Liability but excluding Obligations under any Qualified Rate Contract); fourth, to the Obligations in respect of Qualified Rate Contracts; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent Agent, the L/C Issuer or any Lender under the Financing Loan Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received No payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each Excluded Rate Contract Obligations of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryGuarantor.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault or on the Termination Date, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e) to the principal amount of the Obligations outstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e) and to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during During the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent Lender shall have the continuing and exclusive right to apply or reverse and to reapply re-apply any and all payments received against to any portion of the Obligations. To the extent that any Grantor makes a payment or payments to the Lender or the Lender receives any payment or proceeds of the Collateral, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds, the Obligations or part thereof intended to be satisfied and this Security Agreement shall be revived and continue in full force and effect, as if such manner as Agent may deem advisable notwithstanding any previous application payment or proceeds had not been received by Agentsuch party. (b) Following The proceeds of any sale of or collection of Collateral, as well as any Collateral consisting of cash, shall be applied by the occurrence and continuance of an Event of Default, but absent Lender first to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect payment of the Obligationscosts and expenses of any such sale or collection, including reasonable fees and disbursements of the Lender's agents and counsel, and of any judicial proceeding wherein the same may be made, and of all proceeds of Collateral received by Agentexpenses, in such order as Agent may from time to time elect. liabilities and advances (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect extent such advances are reasonably made for the protection of the Obligations, and any and all proceeds Collateral or the enforcement of Collateral received by Agent, the Lender's security interest in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses Collateral) made or incurred by or owing to Agent the Lender, together with respect to this Agreementinterest thereon, second in satisfaction of the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations Obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whomsoever may be lawfully entitled to receive any surplus. Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the NYUCC. Each Grantor shall remain liable for any deficiency if the proceeds of sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Lender to collect such balance deficiency. Upon any sale of the Collateral by the Lender (including, without limitation, pursuant to a power of sale granted by statute or as under a court judicial proceeding), the receipt of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received Lender or of the officer making the sale shall be applied in a sufficient discharge to the numerical order provided until exhausted prior 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 next succeeding category, and (z) each of the Persons entitled to receive a payment Lender or such officer or be answerable in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto way for such categorythe misapplication thereof.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (including, upon without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time Asset Sale or times thereafter received by Agent from other sale of, or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments Collateral) received against after acceleration of the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following or after the occurrence and continuance of an any Event of Default, but absent Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent final maturity thereof in respect of the Obligationsany sale of, and collection from, or realization upon all or any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Foreign Collateral received by Agent, in the following ordershall be applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Administrative Agent, Collateral Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Foreign Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to all other Foreign Obligations outstanding and to cash collateralize outstanding Letters of Credit issued for the account of any Offshore Borrower or Offshore Guarantor (pro rata among all such Foreign Obligations based upon the principal amount thereof or the outstanding face amount of the Obligations outstanding; such Letters of Credit, as applicable, and fifth with respect to any other indebtedness or obligations of Borrowers owing amounts applied to Agent or any Lender under the Financing DocumentsTerm Loans, pro rata among each Term Loan Facility, and within each Term Loan Facility, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to Borrowers the applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out . (b) Notwithstanding anything to the foregoingcontrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (yincluding the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) amounts received after acceleration of the Obligations or after the occurrence of any Event of Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the final maturity thereof in respect of any sale of, collection from, or realization upon all or any part of the U.S. Collateral shall be applied: first, to all fees, costs and expenses incurred by or owing to Administrative Agent, Collateral Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to all other Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied in the numerical order provided until exhausted prior to Term Loans, pro rata among each Term Loan Facility, and within each Term Loan Facility, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the application applicable Borrower or to the next succeeding category, and (z) each of the Persons whomever may be lawfully entitled to receive such balance or as a payment in any particular category shall receive an amount equal to its Pro Rata Share court of amounts available to be applied pursuant thereto for such categorycompetent jurisdiction may direct.

Application of Proceeds. (a) Notwithstanding anything Any amounts collected by Lender hereunder shall be applied by Lender, to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agentpay, in such order as Agent may from time to time Lender shall elect. (c) Notwithstanding anything to , the contrary contained Indebtedness and/or the STAG IV Indebtedness, including all principal; accrued, unpaid interest; prepayment fees; late charges; advances; and all costs and expenses, including attorneys’ fees, incurred by Lender in this operating, protecting, preserving and realizing on Lender’s interest in the Real Property including any fees incurred in the representation of Lender in any proceeding under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code; and any other amount due under the Loan Agreement, if an Acceleration Event shall have occurredthe Notes, and so long as it continuesthe Portfolio Mortgages, Agent shall apply any and all payments received by Agent in respect other of the Obligations, other Loan Documents or any of the STAG IV Loan Documents. It is understood and agreed that neither the assignment of the Rents to Lender nor the exercise by Lender of any and all proceeds of Collateral received by Agent, its rights or remedies under this Assignment shall be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent any manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; seconduse, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or through its authorized agent, assumes actual possession thereof and executes and records a Certificate of Entry under M.G.L. Chapter 244, Sections 1 and 2 [confirm whether any local law provision], nor shall appointment of a receiver by any court at the request of Lender or by agreement with Assignor or the entering into possession of the Real Property or any part thereof by such receiver be deemed to all fees, costs, indemnities, liabilities, obligations and expenses incurred by make Lender a “mortgagee-in-possession” or owing to otherwise responsible or liable in any Lender manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; thirduse, to accrued and unpaid interest on the Obligations (including any interest whichoccupancy, but for the provisions enjoyment or operation of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent all or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryportion thereof.

Application of Proceeds. (a) Notwithstanding anything to All moneys collected by the contrary contained in this Agreement, Agent or ----------------------- the other Assignees upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time sale or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part other disposition of the ObligationsSubject Collateral (including, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreementwithout limitation, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any price at which the Noteholders (as Assignees) may acquire the Subject Securities in accordance with Section 6(b), together with all other indebtedness or obligations of Borrowers owing to moneys received by the Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoingother Assignees hereunder, (y) amounts received shall be applied in the numerical following order provided until exhausted prior of priority: (a) FIRST, to the application payment of such amounts an are due and payable to the next succeeding categoryAgent (including in respect of its agents) or to any prior Agent hereunder pursuant to the Appointment Agreement and this Agreement, including the payment of all costs and (z) each expenses incurred by the Agent in connection with such sale, the delivery of the Persons entitled Subject Collateral or the collection of any such moneys (including without limitation reasonable attorneys' fees and expenses); and (b) SECOND, to receive the payment of the other Secured Obligations in the following order of priority to the extent such amounts are not sufficient to repay such other Secured Obligations in full and within each category on a pro rata basis among the Noteholders: (i) to the payment of charges, fees, indemnity obligations, costs and expenses due under the Note Agreement, each Note, the Appointment Agreement, this Agreement or the other Pledge Documents to the Noteholders; (ii) to the payment of interest on interest which became overdue, if any, with respect to the Notes; (iii) to the payment of interest on principal with respect to the Notes which became overdue; (iv) to the payment of interest accrued with respect to the Notes; (v) to the payment of principal with respect to the Notes; (vi) to the payment of premium, if any, with respect to the Notes; and (vii) to the payment of the remaining Secured Obligations, if any. Following the foregoing applications, any balance of such moneys shall be returned to the Assignor or otherwise disposed of as directed in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorywriting by the Assignor.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. (c) Notwithstanding anything to . In the contrary contained in this Agreementabsence of any specific election made by Administrative Agent, if an Acceleration Event shall have occurredthe proceeds of any sale of, and so long as it continuesor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in the following ordershall be applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; , fifth to obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted, but not required, by the terms of this Agreement, and fifth sixth to any other indebtedness or obligations of Borrowers Borrower owing to Administrative Agent or any Lender under the Financing Documents. . (c) Any balance remaining after giving effect to the applications set forth in this Section 8.6 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 8.6, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon Upon the occurrence and during the ----------------------- continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Funding Agent from or on behalf of such Borrowers, and each Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, hereby irrevocably agrees that Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application entry by Agent. Agent or Funding Agent upon any books and records and (b) Following the occurrence and continuance proceeds of an Event any sale of, or other realization upon, all or any part of Default, but absent the occurrence and continuance of an Acceleration Event, Collateral shall be applied (it being understood that Agent shall apply have the right to convert, at a rate of exchange equal to the Spot Rate as of such conversion date and at the Borrowers' expense, any and all of such payments received by Agent in respect of the Obligations, and any and all or proceeds of Collateral received by Agent, into any Available Currency or Available Currencies in which any such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: Obligations are denominated): first, to all fees, costs, indemnities, liabilities, obligations costs and ----- expenses incurred by or owing to Agent, Collateral Agent and Funding Agent with respect to this Agreement, the other Financing Loan Documents or the Collateral; second, ------ to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; third, to accrued ----- and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)Obligations; fourth, to the principal amount amounts of the ------ Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers ----- any Borrower owing to Agent, Funding Agent, Collateral Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryLender.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application The proceeds of any and all payments at any time sale, disposition or times thereafter received by Agent from or on behalf other enforcement of such Borrower or any Guarantor of the security interest in all or any part of the ObligationsCollateral (excluding proceeds from that shall be applied only to ) shall be applied by the Administrative Agent as follows: First, andto the payment of the costs and expenses of such sale or enforcement, as between Borrowers on including reasonable compensation to the one hand Administrative Agent's agents and Agent and Lenders on the othercounsel, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence expenses, liabilities and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses advances made or incurred by or owing to on behalf of the Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateralin connection therewith; secondSecond, to the payment of all fees, costs, indemnities, liabilities, obligations amounts due and expenses incurred by or owing to any Lender with respect to this Agreement, payable on the other Financing Documents or the CollateralSwingline Note; thirdThird, to the payment of all amounts due (other than principal and interest) under the Notes or this Agreement - payable ratably to Lenders in the proportion that each Lender's share of those amounts bears to the total of those amounts for all Lenders; Fourth, to the payment of interest accrued and unpaid interest on the Obligations (including any Notes payable ratably to each Lender in accordance with the amount of accrued interest which, but for owed to each of them until such interest accrued at the provisions of the Bankruptcy Code, would have accrued on such amounts)rates set forth hereby is paid in full; fourthFifth, to the principal amount payment of the outstanding principal amounts of all Advances payable ratably to each Lender in accordance with its Commitment Percentage; Sixth, to the payment of all other Obligations outstanding- payable ratably to Lenders in the proportion that each Lender's share of those amounts bears to the total of those amounts for all Lenders; and fifth Finally, to any other indebtedness or obligations of Borrowers owing the payment to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Company, or to whomever may be lawfully entitled to receive such balance its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. In carrying out If the foregoingproceeds of any such sale, (y) amounts received shall be applied in disposition or other enforcement are insufficient to cover the numerical order provided until exhausted prior to the application to the next succeeding categorycosts and expenses of such sale, as aforesaid, and (z) each the payment in full of all Obligations of the Persons entitled to receive a payment in Company, the Company shall remain liable for any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorydeficiency.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrower, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to then any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, any bankruptcy or insolvency law would have accrued on such amounts); fourththird, to the principal amount amounts of the Obligations outstandingoutstanding (other than Obligations owed to any Lender under an Interest Rate Agreement) and provide cash collateralization of the Letter of Credit Reserve in accordance with subsection 8.3, pro rata based on each Lender's Pro Rata Share thereof; and fifth fourth, to any other Obligations or other obligations or indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing Loan Documents, any Interest Rate Agreement or any Bank Products Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower , (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Applicable Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Applicable Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against at any time or times after the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentoccurrence and during the continuance of an Event of Default. (b) Following Acceleration of US Obligations, the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of US Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event extent allocated to the Obligations pursuant to the Intercreditor Agreement shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this AgreementUS Agent, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations any US Tranche A Lender and expenses incurred by or owing to any US Tranche A1 Lender with respect to this Agreement, the other Financing Loan Documents or the US Collateral; thirdsecond, to accrued and unpaid interest on and Fees with respect to the US Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the US Tranche A1Loans outstanding; fourth, to the principal amount of all other US Obligations outstanding (other than US Obligations owed to any US Lender under a US Interest Rate Agreement) and to cash collateralize outstanding US Letters of Credit (pro rata among all such US Obligations (based upon the Obligations outstandingprincipal amount thereof or the outstanding face amount of such US Letters of Credit, as applicable); and fifth to any other indebtedness or obligations US Obligations of US Borrowers owing to US Agent or any US Lender under the Loan Documents or any US Interest Rate Agreement and sixth to any other Obligations of US Borrowers owing to Agents or any Lender under the Financing Loan Documents. Any balance remaining shall be delivered to US Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (c) Following Acceleration of Canadian Obligations, the proceeds of any sale of, or other realization upon, all or any part of the Canadian Collateral to the extent allocated to the Obligations pursuant to the Intercreditor Agreement shall be applied: first, to all costs and expenses incurred by or owing to Canadian Agent, and any Canadian Tranche A Lender and any Canadian Tranche A1 Lender with respect to this Agreement, the other Loan Documents or the Canadian Collateral; second, to accrued and unpaid interest and Fees with respect to the Canadian Obligations (including any interest which but for the provisions of any Insolvency Law, would have accrued on such amounts); third, to the principal amount of the Canadian Tranche A1 Loans outstanding; fourth, to the principal amount of all other Canadian Obligations outstanding and to cash collateralize outstanding Canadian Letters of Credit (pro rata among all such Canadian Obligations (based upon the principal amount thereof or the outstanding face amount of such Canadian Letters of Credit, as applicable); and fifth to any other Canadian Obligations of Canadian Borrowers owing to Canadian Agent or any Canadian Lender under the Loan Documents. Any balance remaining shall be delivered to Canadian Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received The proceeds of any sale of or other realization upon assets of a Canadian Borrower shall in all cases be applied first to repay obligations of such Canadian Borrower in the numerical order provided until exhausted prior specified and shall thereafter be made available to the application other Canadian Borrowers to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorypay other Canadian obligations.

Application of Proceeds. (a) Notwithstanding anything Subject to the contrary contained in this Intercreditor Agreement, upon the occurrence and during Collateral Agent shall apply the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any sale or other disposition of the Collateral under this Paragraph 6 first, to the payment of costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred in retaking, holding, and preparing any of the Collateral for sale(s) or other disposition, in arranging for such sale(s) or other disposition, and in actually selling or disposing of the same (all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any which are part of the Obligations), andand all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as between Borrowers on the one hand Collateral Agent) and all advances made by the Collateral Agent and Lenders on hereunder for the otheraccount of the applicable Debtor, Agent shall have the continuing and exclusive right to apply and to reapply the payment of all costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Indenture, all in accordance with the terms hereof or thereof; second, toward repayment of other amounts expended by the Collateral Agent under Paragraph 7; and all payments received against third, toward payment of the balance of the Obligations in such the order and manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, specified in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing DocumentsIndenture. Any balance surplus remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance the relevant Debtor or as a court of competent jurisdiction may direct. In carrying out If the foregoingproceeds are insufficient to pay the Obligations in full, (y) amounts received each Debtor shall be applied remain liable for any deficiency in accordance with the numerical order provided until exhausted prior to the application to the next succeeding category, terms and (z) each provisions of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryIndenture.

Application of Proceeds. (a) Notwithstanding anything Any moneys collected by the Trustee pursuant to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent Article in respect of the Obligationsany series shall be applied, subject to Articles 3, 12, 13 and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent14 hereof, in the following orderorder 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 in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: firstFIRST: To the payment of costs and expenses (including indemnity payments) applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee, any Paying Agent, the Registrar and their respective agents and attorneys and of all liabilities and reasonable expenses incurred, and all advances made, by the Trustee, and any Agent except as a result of negligence, bad faith or willful misconduct; 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 all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid payment of interest on the Obligations (including any interest which, but for Securities of such series in breach in the provisions order of the Bankruptcy Codematurity of the installments of such interest, would have accrued on such amounts); fourth, with interest (to the principal amount extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the Obligations outstanding; and fifth same rate as the rate of interest or Yield to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, Maturity (y) amounts received shall be applied in the numerical order provided until exhausted prior case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the application to the next succeeding categorypersons entitled thereto, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.without discrimination or preference;

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, Each Pledgor hereby agrees that it shall upon the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives (i) immediately turn over to the right Trustee (or its designee as provided in Section 2.01(b)) any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Trustee (or its designee as provided in Section 2.01(b)), the possession of which is required for the perfection of the Trustee’s security interest for its benefit and the ratable benefit of the Noteholders, all of which shall be held in trust for the benefit of the Trustee for its benefit and the ratable benefit of the Noteholders and not commingled prior to direct its coming into the application Trustee’s (or its designee’s) possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf Collateral to be deposited directly in an account of such Borrower the Pledgor (or any Guarantor of all or any part them) with the Trustee and to cause such sums to be applied to the satisfaction of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following Subject to the occurrence and continuance terms of an Event the Intercreditor Agreement, all proceeds from any collection or sale of Defaultthe Collateral pursuant hereto, but absent the occurrence and continuance all Collateral consisting of an Acceleration Eventcash, Agent shall apply any and all payments received by Agent deposits in accounts of any Pledgor with the Trustee (or its designee as provided in Section 2.01(b)) shall be applied (i) first, to the payment of the fees and expenses of the Trustee incurred pursuant to, and any other Obligations payable to the Trustee under, this Agreement or any other Transaction Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Noteholders in respect of the ObligationsNotes and the Note Agreement, pro rata as among the Noteholders in accordance with the amounts of such Obligations owed to them, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (ciii) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the payment of the Obligations (including any interest which, but for other than those referred to above) pro rata as among the provisions Noteholders in accordance with the amounts of the Bankruptcy Code, would have accrued on such amounts); fourth, Obligations owed to them. Any amounts remaining after such applications shall be remitted to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance Pledgors or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (y) amounts received The Trustee shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application to the next succeeding categoryof any such proceeds, and (z) each of the Persons entitled to receive a payment cash, or balances in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryaccordance with this Agreement.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Agent. Administrative Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything The insurance required by Sections (1)(f) and (g) of this Schedule 7 (the "CASUALTY INSURANCE"), shall (except as provided below) be payable to the contrary contained in this AgreementAgent and Collateral Agent, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right hereby authorizes and directs any affected insurance company to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf make payment of such proceeds directly to Agent and/or Collateral Agent. If Borrower or receives any Guarantor proceeds of all or any part of such Casualty Insurance, Borrower (i) shall promptly deposit such proceeds into a segregated account (the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, "RESTORATION ACCOUNT") in which Collateral Agent shall have a perfected security interest; (ii) to the continuing extent relating to damage or destruction of the Project, such proceeds shall be available for repair or reconstruction as provided in Section (c) below; and exclusive right to apply and to reapply any and all payments (iii) such proceeds so deposited or received against directly by Collateral Agent shall be the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent"CASUALTY PROCEEDS." (b) Following Borrower is hereby authorized and empowered by Agent to settle, adjust or compromise any and all Casualty Insurance claims in the occurrence aggregate amount of $500,000 or less; provided, however, that no Event of Default has occurred and continuance is outstanding. The mutual written agreement of Borrower and Agent shall be required to settle, adjust or compromise any and all Casualty Insurance claims in the aggregate amount of greater than $500,000; provided, however, that no Event of Default has occurred and is outstanding. Collateral Agent is hereby authorized and empowered by Borrower to settle, adjust or compromise any and all claims for loss, damage and destruction under any policy or policies of insurance at any time an Event of Default, but absent the occurrence Default has occurred and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time electis outstanding. (c) Notwithstanding anything to In the contrary contained event of any damage or destruction of the Project that is insured by the Casualty Insurance (other than business interruption or delayed startup insurance), then, except as provided in this AgreementSection (4) below, if an Acceleration Event shall have occurred, and so long as it continues, Collateral Agent shall apply any disburse to Borrower from such separate account loss proceeds remaining after deduction of all expenses of collection and all payments received by Agent in respect settlement thereof, including, without limitation, attorneys' and adjustors' fees and expenses, to pay or reimburse the payment of costs of the Obligationsrestoration of the Project but only as repairs or replacements are effected in a diligent manner with contractors and pursuant to lump-sum contracts reasonably acceptable to Collateral Agent (which contracts shall provide for not less than 5% retainage). If the cost of the restoration, and any and all proceeds of as reasonably determined by Collateral received by Agent, in the following order: firstis less than $500,000, to all feesthen Collateral Agent shall, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.except as

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent Agent, with respect to this Agreement, the other Financing Documents Documents, or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender Lender, with respect to this Agreement, the other Financing Documents Documents, or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. Any money, property, securities or other ----------------------- direct or indirect distributions of any nature whatsoever received from the sale, disposition or other realization upon a foreclosure or other exercise of remedies by the Administrative Agent, any Lender or the Second Priority Noteholder in respect of all or any part of the Collateral (a) Notwithstanding anything to the contrary contained in this Agreementand including, without limitation, from any sale of, disposition of or other realization upon any Collateral after the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Default by any Credit Party with the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part consent of the ObligationsAdministrative Agent), andregardless of whether such money, as between Borrowers on property, securities or other distributions are received directly or indirectly during the one hand and Agent and Lenders on pendency of or in connection with any bankruptcy, insolvency or other like proceeding or otherwise, shall be delivered to the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Administrative Agent in respect of the Obligationsform received, duly indorsed to such party, if required, and any and all proceeds of Collateral received applied by Agent, in such order as the Administrative Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthFirst, to the principal amount payment in full of all costs and expenses ----- (including, without limitation, attorneys' fees and disbursements) paid or incurred by the Administrative Agent or the Lenders in connection with such realization on the Collateral or the protection of any of their rights and interests therein; Second, to the payment in full of all Credit Agreement ------ Obligations outstanding(and the cash collateralization of any outstanding Domestic L/C Obligations in such amounts as required by the Credit Agreement); Third, to the Second Priority Noteholder for application to the ----- Convertible Note Obligations to the full extent thereof at such time; and fifth Fourth, to any other indebtedness pay the appropriate Credit Party or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance designee thereof ------ or as a court of competent jurisdiction may direct, any surplus then remaining. In carrying out no event shall any provision of this Agreement be construed to impose any obligation on the foregoing, (y) amounts received shall be applied Administrative Agent or any Lender in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each respect of the Persons entitled to receive a payment disposition of proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any particular category shall receive an amount equal to its Pro Rata Share other Person or any order or decree of amounts available to be applied pursuant thereto for such categoryany court or other Governmental Authority or any applicable law.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of Borrower, and subject to the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the otherIntercreditor Agreement, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding at any previous application by Agent. (b) Following time or times after the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) . Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject to the Intercreditor Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds Collateral) received after acceleration of Collateral received by Agent, in the following orderObligations shall be applied as follows: firstFIRST, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdSECOND, to accrued and unpaid interest on and Fees with respect to the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthTHIRD, to the principal amount of the Obligations outstandingoutstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, pro rata among all remaining Scheduled Installments thereof); and fifth FOURTH to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing DocumentsLoan Documents or any Interest Rate Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to So long as the contrary contained Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, (i) all ABL Priority Collateral or Proceeds thereof received in this Agreementconnection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the occurrence and during the continuance exercise of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time remedies or times thereafter received other Enforcement by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to either Agent or any Lender under the Financing Documents. Any balance remaining ABL Claimholders or Note Claimholders, shall be delivered to Borrowers the ABL Agent and shall be applied or further distributed by the ABL Agent to whomever may be lawfully entitled to receive or on account of the ABL Obligations in such balance order, if any, as specified in the relevant ABL Loan Documents or as a court of competent jurisdiction may otherwise direct and (ii) all ABL Priority Collateral consisting of Accounts shall be deemed to be sold or disposed of at a valuation equal to the face value of each such Account and all ABL Priority Collateral consisting of Inventory shall be deemed to be sold or disposed of at the book value of such Inventory. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Notes Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Notes Agent to the Note Obligations in such order as specified in the Note Security Documents or as a court of competent jurisdiction may otherwise direct. In carrying out . (b) So long as the foregoingDischarge of Note Obligations has not occurred, (y) amounts whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Note Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Note Priority Collateral upon the exercise of remedies or other -27- Enforcement by either Agent or any Note Claimholders or ABL Claimholders, shall be delivered to the Notes Agent and shall be applied by the Notes Agent to the Note Obligations in such order as specified in the numerical order provided until exhausted prior relevant Note Documents or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Note Obligations, the Notes Agent shall deliver to the application ABL Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the next succeeding categorypreceding sentence, and (z) each of in the Persons entitled to receive a payment in same form as received, with any particular category shall receive an amount equal to its Pro Rata Share of amounts available necessary endorsements to be applied pursuant thereto for by the ABL Agent to the ABL Obligations in such categoryorder as specified in the ABL Security Documents or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (aA) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (bB) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (cC) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower : (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.; and (b) Following the occurrence and continuance proceeds of an Event any sale of, or other realization upon, all or any part of Defaultthe Collateral, but absent any other amounts received under the occurrence and continuance Guaranty or enforcement of an Acceleration Event, Agent shall apply the Loan Documents or any and all payments proceeds of the foregoing otherwise received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.shall be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to thereafter any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; third; (ii) second, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amountsamounts following the commencement of any Insolvency or Liquidation Proceeding or otherwise); fourth; (iii) third, to the principal amount of the Obligations outstandingoutstanding (other than Cash Management Obligations and Obligations pursuant to Related Swap Contracts); and fifth and (iv) fourth to any other indebtedness or obligations Obligations of Borrowers owing to Agent or any Lender under the Financing DocumentsLoan Documents or to any Secured Party in respect of Cash Management Obligations and/or Related Swap Contracts. The Credit Parties shall remain liable for any deficiency. Any balance remaining shall be delivered to Parent Borrower on behalf of Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent Lenders or Agent, upon express authorization by the Required Lenders, shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such the manner as Agent may deem advisable notwithstanding any previous application by Agentprovided in clause (c) below. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect[Reserved]. (c) Notwithstanding anything to the contrary contained in this Agreement, but subject to the Intercreditor Agreement, if an Acceleration Event of Default shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon After the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct portion of the application proceeds of any and all payments at any time sale or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor enforcement of all or any part of the ObligationsCollateral which is delivered to the Agent by the Collateral Agent pursuant to the provisions of the Security Agreement shall be applied by the Agent: First, andto the extent not already paid from the Collateral proceeds by the Collateral Agent, as between Borrowers on to payment of all costs and expenses of such sale or enforcement, including reasonable compensation to the one hand Agent's agents and Agent and Lenders on the othercounsel, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against expenses, liabilities and advances made or incurred by the Obligations in such manner as Agent may deem advisable notwithstanding or any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect Lender acting on instructions of the ObligationsRequired Lenders in connection therewith; Second, and any and all to the extent not already paid from the Collateral proceeds of by the Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and payment of all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to the Collateral Agent with respect to this under the Security Agreement, the other Financing Documents or the Collateral; secondThird, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to payment of accrued and unpaid interest on the Obligations (including any interest whichCredit Indebtedness, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to fees due hereunder and all other unpaid Credit Indebtedness other than the principal amount of Loans, ratably according to the Obligations outstandingrespective amounts owing or due each Lender until such amounts are paid in full; Fourth, to the total unpaid principal amount of all Loans, ratably according to the amount due each Lender until such amounts are paid in full; and fifth Fifth, to any other indebtedness or obligations of Borrowers owing the payment to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Company, or to whomever may be lawfully entitled to receive such balance its successors or assigns, or as a court of competent jurisdiction may direct. In carrying out the foregoing, of any surplus then remaining from such proceeds. (yb) amounts received The Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. (c) If the proceeds of any such sale are insufficient to cover the next succeeding categorycosts and expenses of such sale, as aforesaid, and (z) each the payment in full of the Persons entitled to receive a payment in Credit Indebtedness, the Company shall remain liable for any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorydeficiency.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, The Agent shall apply the proceeds of any collection, sale or other disposition of the Collateral as follows: FIRST, ratably to the payment of the costs and expenses of the Agent and the Secured Parties in connection with the enforcement of this Security Agreement (including, without limitation, any costs or expenses related to the sale or other disposition of the Collateral and any advances made by the Agent pursuant to section 6(c) hereof) and the reasonable fees and out of pocket expenses of counsel employed in connection therewith, to the payment of all payments received costs and expenses incurred by the Agent in respect connection with the administration of this Security Agreement and to the payment of all advances made by the Agent and the Secured Parties for the account of the Company hereunder, to the extent that such costs, expenses and advances have not been reimbursed to the Agent and the Secured Parties, as the case may be; SECOND, to the payment in full of the principal of and any Balances Deficiency Fees, Usage Fees, facility fees and interest on the Notes; THIRD, to the payment of all other Obligations, and any and all proceeds as provided in the Credit Agreement, as the Agent or the Lenders may determine; FOURTH, to the payment in full of Collateral received by Agentthe Lease Obligations, as provided in the Lease Agreements, or otherwise, in such order as Agent the Lessor may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateraldetermine; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthFIFTH, to the principal amount payment in full of the Subordinated Note Obligations outstandinguntil all of the Subordinated Note Obligations have been paid in full; and fifth to any other indebtedness or obligations SIXTH, the balance (if any) of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining such proceeds shall be delivered paid to Borrowers the Grantors, their successors or to whomever may be lawfully entitled to receive such balance assigns, or as a court of competent jurisdiction may direct; provided, that if such proceeds are not sufficient to satisfy the Obligations, the Lease Obligations and the Subordinated Note Obligations in full, the Company shall remain liable to the Agent, the Lenders, the Lessor and the holder(s) of the Subordinated Note, as applicable, for any deficiency. In carrying out The Company hereby agrees to pay all expenses incurred by the foregoingAgent or the Secured Parties in the collection of the Collateral, including the reasonable attorneys' fees incurred in connection therewith by the Agent or the Secured Parties. The Agent shall apply any such proceeds, moneys or balances in accordance with this Security Agreement as promptly as is reasonably practicable. Upon any sale of the Collateral by the Agent (y) amounts received including, pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be applied in a sufficient discharge to the numerical order provided until exhausted prior 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 next succeeding category, and (z) each of the Persons entitled to receive a payment Agent or such officer or be answerable in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto way for such categorythe misapplication thereof.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Loan Document, (i) if the Agent takes action under clause (i) or (ii) of Section 7 upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives any payment by any Credit Party on account of principal of and interest on the right to direct the application Loans and any proceeds arising out of any realization (including after foreclosure) upon the Collateral shall be applied as follows: first, to the payment of professional fees pursuant to the Carve-Out, second, to the payment in full of all costs and all payments at any time out-of-pocket expenses (including without limitation, reasonable attorneys' fees and disbursements) paid or times thereafter received incurred by the Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsLenders in connection with any such realization upon the Collateral, andthird, as between Borrowers on a permanent reduction of the one hand Canadian Commitments, pro rata in accordance with each Lender's Canadian Commitment Percentage, to the payment in full of the Loans (including any accrued and Agent unpaid interest thereon, and Lenders on the other, Agent shall have the continuing any fees and exclusive right to apply and to reapply any and all payments received against the other Obligations in respect thereof) pursuant to Section 2.13(a) and fourth, as a permanent reduction of the US Commitments, pursuant to Section 2.13(b), and (ii) any payments or distributions of any kind or character, whether in cash, property or securities, made by any Credit Party or otherwise in a manner inconsistent with clause (i) of this Section 10.3(a) shall be held in trust and paid over or delivered to the Agent so that the priorities and requirements set forth in such manner as Agent may deem advisable notwithstanding any previous application by Agentclause (i) are satisfied. (b) Following It is understood that the occurrence and continuance Credit Parties shall remain liable to the extent of an Event of Default, but absent any deficiency between the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect amount of the Obligations, and any and all proceeds of the Collateral received by Agent, in such order as Agent may from time to time elect. (c) and the amount of their respective Obligations. Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Loan Document, if an Acceleration Event the Lenders shall have occurred, and so long as it continues, Agent shall not apply any and all payments received by Agent in respect of proceeds realized from the Obligations, and any and all proceeds disposition of Collateral received owned by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by Canadian Borrower or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, its Subsidiaries to the principal amount repayment or satisfaction of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent the US Borrower or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySubsidiaries.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such any Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted, but not required, by the terms of this Agreement; and fifth sixth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. (c) Absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. In the absence of any specific election made by Administrative Agent pursuant to this clause (c), payments and proceeds received by Administrative Agent pursuant to this clause (c) shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations; fourth, to the principal amount of the Obligations outstanding; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted, but not required, by the terms of this Agreement; sixth to provide cash collateral to secure any then outstanding Loans, Letter of Credit Liability and payment of related fees; seventh to provide cash collateral to secure any other then outstanding Obligations, other than in respect of Swap Contracts permitted, but not required, by the terms of this Agreement, eighth to provide cash collateral to secure Obligations in respect of Swap Contracts permitted, but not required, by the terms of this Agreement; and ninth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. (d) Any balance remaining after giving effect to the applications set forth in this Section 8.6 shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 8.6, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower Credit Party or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Codeany applicable Debtor Relief Law, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything Subject to Section 6.4(b) below, all cash proceeds received by the contrary contained Collateral Agent in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application respect of any and all payments at any time sale of, collection from, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon all or any part of the Obligations, and, as between Borrowers on Collateral shall be applied (after payment of any amounts payable to the one hand Collateral Agent pursuant to Section 9.03 of the Credit Agreement and Section 6.5 below) in whole or in part by the Collateral Agent and Lenders on for the other, Agent shall have ratable benefit of the continuing and exclusive right to apply and to reapply Secured Parties against all or any and all payments received against part of the Secured Obligations in such manner as the Collateral Agent may deem advisable notwithstanding any previous application determines in its sole discretion. Any surplus of such cash or cash proceeds held by Agent. (b) Following the occurrence Collateral Agent and continuance remaining after payment in full of an Event of Default, but absent all the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Secured Obligations, the termination of all Commitments and any and the termination or expiration of all proceeds of Collateral received by AgentSpecified Hedge Agreements, in such order as Agent may from time to time elect. (c) Notwithstanding anything shall be paid over to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Pledgors or to whomever whomsoever may be lawfully entitled to receive such balance surplus (b) All payments received and amounts realized by the Collateral Agent under this Agreement or any other Loan Document while an Event of Default with respect to the payment of any amount due under any Loan Document, or any other Event of Default which results in the acceleration of the Secured Obligations, shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by the Collateral Agent as part of the Collateral during the continuation of such Event of Default, shall be applied by the Collateral Agent in the following order of priority: First, so much of such amounts as shall be required to reimburse the Collateral Agent for the costs and expenses of retaking, holding and preparing the Collateral for sale and the selling of the Collateral (including, without limitation, advertising, selling and legal expenses and attorneys’ fees) and the discharge of all assessments or Liens, if any, on the Collateral prior to the Lien created by the Security Documents (except any taxes, assessments or Liens subject to which such sale shall have been made), and to reimburse the Agents for any fees, expenses or other losses incurred by the Agents in connection with their duties and rights (to the extent not previously reimbursed) under the Loan Documents, shall be distributed to the Agents ratably, without priority, in accordance with the amount of such costs, expenses and losses to the Agents; Second, so much of such amounts as shall be required to reimburse the Secured Parties for amounts advanced by them or their predecessors in interest for purposes of curing any such Event of Default or enforcing rights under any Loan Document (to the extent not previously reimbursed) shall be distributed to the Secured Parties ratably, without priority of one over the other, in accordance with the total amount of such reimbursements then being made; Third, so much of such amounts as shall be required to pay in full all fees due to the Secured Parties pursuant to the Loan Documents (including, without limitation, any Specified Hedge Agreements and the Fee Letter) shall be distributed to the applicable Secured Parties without priority of one over the other; Fourth, so much of such amounts as shall be required to pay in full all accrued interest payable to the Secured Parties in respect of the Loans, shall be distributed ratably to each of the Secured Parties entitled to receive such interest without order of priority; Fifth, so much of such amounts as shall be required (i) to pay or prepay in full, ratably without priority of one over the other, the outstanding principal amount of the Loans until the Loans are paid in full, and (ii) to pay or prepay in full all payments due under any Specified Hedge Agreement to which a Secured Party is a party, shall be distributed to the Secured Parties entitled to the same; and in case such amounts shall be insufficient to pay in full all of the foregoing amounts described in clauses (i) and (ii) above, then to the payment thereof to each of the Secured Parties, ratably in proportion to its percentage of the sum of all such foregoing amounts; Sixth, so much of such amounts as shall be required to pay any Secured Obligations not covered in clause First, Second, Third, Fourth, or Fifth above shall be distributed to the Secured Parties entitled to the same, ratably, without priority of one over the other; and, Seventh, the balance, if any, of such amounts remaining thereafter shall be paid to the Person lawfully entitled to receive the same or shall be paid to whomsoever a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each : (I) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , and (bII) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the U.S. Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.. MidCap / Aspen Aerogels / Credit, Security and Guaranty Agreement

Application of Proceeds. In the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award exceed $500,000 and do not constitute Replacement Proceeds, the Administrative Agent shall, upon receipt of such proceeds, apply all of the proceeds so received in repayment of the Obligations in the manner set forth in Section 3.01(b)(iii). Notwithstanding the foregoing, in the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies (ai) Notwithstanding anything is less than $500,000 or (ii) constitutes Replacement Proceeds, Administrative Agent shall, upon receipt of such proceeds, remit the amount so received to the contrary contained applicable Borrower or Borrower Subsidiary; provided, however, in this Agreementthe case of proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies in an amount greater than $500,000, if (i) the Administrative Agent receives notice from the applicable Borrower that it or its Subsidiary, as applicable, does not intend to restore, rebuild or replace the Property subject to such insurance payment or condemnation award, (ii) the applicable Borrower or its applicable Subsidiary fails to replace or commence the restoration or rebuilding of such Property within one year after the Administrative Agent's receipt of the proceeds of such insurance payment or condemnation award, or (iii) upon completion of the restoration, rebuilding or replacement of such Property, the unused proceeds from such insurance payment or condemnation award exceed $500,000, then (x) upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part either of the Obligationsevents described in clauses (i) or (ii) above, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligationsproceeds, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts upon the occurrence of the event described in clauses (iii) above, such excess, shall constitute Net Cash Proceeds of Sale received by a Borrower or a Subsidiary of a Borrower and shall be applied in the numerical order provided until exhausted prior to the application Obligations pursuant to the next succeeding category, and (z) each terms of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySection 3.01(b)(iii).

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Term Loan) \DC - 036639/000093 - 13934788 v5 202344533 v5 (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything From and after the date on which the Lender has taken any action pursuant to the contrary contained this Section 9.2 and until Payment in this AgreementFull, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agentthe Lender from any sale or other disposition of the Collateral, in such order or any part thereof, or the exercise of any other remedy by the Lender, shall be applied as Agent may from time to time elect.follows: (ci) Notwithstanding anything First, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect payment of that portion of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all Obligations constituting fees, costs, indemnities, liabilitiesexpenses and other amounts, obligations and expenses incurred by or owing including attorney fees, payable to Agent with respect to this Agreement, the other Financing Documents or the Collateral; secondLender; (ii) Second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, payment of that portion of the other Financing Documents or the Collateral; third, to Obligations constituting accrued and unpaid interest on the Obligations Loans and Reimbursement Obligations; (including any interest whichiii) Third, but for the provisions to payment of that portion of the Bankruptcy CodeObligations constituting unpaid principal of the Loans, would have accrued on such amounts); fourthReimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products,; (iv) Fourth, to the principal amount Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (v) Last, the balance, if any, to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations outstandingwould constitute Excluded Hedge Liabilities; and fifth provided, however, that to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining extent possible appropriate adjustments shall be delivered made with respect to Borrowers or payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to whomever may be lawfully entitled such Swap Obligations to receive such balance or as a court of competent jurisdiction may direct. In carrying out preserve the foregoing, (y) amounts received shall be applied allocation to Obligations otherwise set forth above in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorythis Section 9.2.4.

Application of Proceeds. (a) In each Servicing Report, the Borrower or Curo Canada Corp., as Servicer, on its behalf, shall include the proposed amounts and application of payments in accordance with this Section 2.03, for the approval of the Administrative Agent. Notwithstanding anything any other provisions of this Agreement or any other Loan Document to the contrary contained contrary, all Collections and any amounts paid by the counterparty under any Interest Rate Cap (for the avoidance of doubt, including any payments upon a termination of any Interest Rate Cap) or proceeds of sale of any Interest Rate Cap on deposit in this Agreementthe Transaction Account and any interest earned thereon as of the last Business Day of the relevant Collection Period (and, upon following the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application any proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part enforcement of the Obligationssecurity interests held by the Administrative Agent pursuant to the Transaction Documents) and any unapplied Financing Transaction Prepayment Amounts (collectively, andthe “Available Amount”) will be applied, with the prior written approval (including by email) of the Administrative Agent, on the corresponding Weekly Settlement Date or the Monthly Settlement Date, as between Borrowers on the one hand and Agent and Lenders on the othercase may be, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. accordance with this Section 2.03 (b) Following provided that, following the occurrence and continuance of an Event of Default, but absent payments may be made on any day) in the occurrence following order of priority: (a) FIRST, to the payment, on each Monthly Settlement Date, on a pari passu basis: (i) to: (A) any Servicer other than the Back-up Servicer (including in its capacity as successor Servicer), of any accrued and continuance unpaid Servicing Fees, costs and expenses and indemnities due and payable in accordance with the relevant servicing agreement; (B) any Insurer, of an Acceleration Eventany Insurance Costs due and payable to such Insurer; (C) the Transaction Account Bank, Agent shall apply of any accrued and all unpaid fees, costs and expenses and indemnities due and payable in accordance with the Transaction Documents, together with, in the case of any of the foregoing fees, any payments received by Agent or self-assessments of sales Taxes required thereon (which, for greater certainty, are not required in the case of the Initial Servicers), and provided that with respect to any amounts payable to any Servicer other than the Back-up Servicer (including in its capacity as successor Servicer), any Insurer and the Transaction Account Bank under this Section 2.03(a)(i) (other than Insurance Costs, except as set forth below), the amounts paid (other than amounts payable to a tax authority in respect of sales Taxes) will at all times be subject to the ObligationsExpenses Cap (which, for the avoidance of doubt, shall be calculated by reference to a period of twelve (12) consecutive Monthly Collection Periods); and (ii) to the Back-up Servicer (including in its capacity as successor Servicer), of any Back-up Servicing Fees, Servicing Fees, costs and expenses and indemnities due and payable, and any and all proceeds of Collateral received by to the Verification Agent, of any Verification Agency Fees, costs and expenses and indemnities due and payable, each in such order accordance with the Back-up Servicing and Verification Agency Agreement (or any successor servicing agreement) together with, in the case of any of the foregoing fees, any payments or self-assessments of sales Taxes required thereon, it being understood and agreed that the Expenses Cap shall not apply to the Back-up Servicer (including if it is then acting as successor Servicer or Verification Agent), but: (A) prior to the occurrence of an Event of Default, the amounts paid (other than amounts payable to a tax authority in respect of sales Taxes) will be subject to the following caps: (1) indemnities due and payable to the Back-up Servicer and/or the Verification Agent may from shall be subject to a cap of $50,000 per annum; (2) indemnities due and payable to any successor Servicer shall be subject to a cap of $100,000 per annum; and (3) transition expenses with respect to the Back-up Servicer shall be subject to a cap of $50,000 per annum) (which, for the avoidance of doubt, shall be calculated by reference to a period of twelve (12) consecutive Monthly Collection Periods); and (B) following an Event of Default, the caps set forth in clause (A) above shall not apply at any time with respect to time elect.any fees, costs, expenses and indemnities due and payable to the Verification Agent and the Back-up Servicer, including if it is then acting as successor Servicer; (b) SECOND, to the payment, on each Monthly Settlement Date, on a pari passu basis, of all accrued and unpaid fees, interest, charges, costs and expenses and indemnities payable to the Lenders and the Administrative Agent and any holders of Notes hereunder, including (for the avoidance of doubt) any Financing Premium and Prepayment Fees (if applicable), together with any payments or self-assessments of sales Taxes required thereon; (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthTHIRD, to the principal payment, on each Weekly Settlement Date, on a pari passu basis, to the Lenders of (i) following an Amortization Event or an Event of Default, the amount required to reduce the Aggregate Exposure to zero, or (ii) during the Revolving Period (for the avoidance of doubt, if no Amortization Event or Event of Default has occurred), (A) the amount required to cure any Borrowing Base Deficiency; and (B) any prepayment of the Obligations outstanding; outstanding Aggregate Exposure in accordance with Section 2.08(b); (d) FOURTH, to the payment, on each Monthly Settlement Date and fifth to any on a pari passu basis, of all other indebtedness fees, expenses, indemnities or obligations of Borrowers owing to Agent or any Lender other amounts owed by the Borrower under the Financing Documents. Any balance remaining shall be delivered Transaction Documents which have not been paid, together with any payments or self-assessments of sales Taxes required thereon (including amounts which would have been payable pursuant to Borrowers clause "FIRST" but which was not paid due to the Expenses Cap or other cap); and (e) FIFTH, to whomever may be lawfully entitled the payment, on each Weekly Settlement Date, of the surplus, if any, to receive such balance or the Sellers as a court deferred purchase price pursuant to the terms of competent jurisdiction may directthe Sale and Servicing Agreement. In carrying out the foregoing, (ya) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zb) each of the Persons entitled to receive a payment in Lenders and any particular category holders of Notes shall receive an amount equal to its Pro Rata Share pro rata share (based on the proportion of its then outstanding Loans outstanding of amounts available to be applied pursuant thereto above) and (c) on each Weekly Settlement Date that is not a Monthly Settlement Date, the Available Amount for such category.Weekly Settlement Date shall only be applied to pay (i) amounts due under Section 2.03(c) after reserving for amounts becoming due under Section 2.03(a) and Section 2.03(b) on the next Monthly Settlement Date and (ii) amounts due under Section 2.03(e) after reserving for amounts becoming due under Section 2.03(a) through Section 2.03(d) on the next Monthly Settlement Date, and, for greater certainty, the Available Amount not so applied shall be retained in the Transaction Account for application on the next Weekly Settlement Date in accordance with this Section 2.03. For the avoidance of doubt, the Borrower shall pay any deferred purchase price to the Sellers in accordance with Section 2.01(b) of the Sale and Servicing Agreement and shall reimburse the Servicer for any servicer advances in accordance with Section 5.06 of the Sale and Servicing Agreement in accordance with this Section 2.03 and only to the extent that surplus funds are available following the payment of items (a) to

Application of Proceeds. (a) Notwithstanding anything Any amounts collected by Lender hereunder ----------------------- shall be applied by Lender, to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agentpay, in such order as Agent may from time to time Lender shall elect. , the Indebtedness, including all principal; accrued and unpaid interest; default rate interest, prepayment fees (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any applicable); advances; and all payments received costs and expenses, including Attorneys Fees, incurred by Agent Lender in respect operating, protecting, preserving and realizing on Lender's interest in the Real Property including any reasonable fees incurred in the representation of Lender in any proceeding under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code; and any other amount due under the Note, the Mortgage or any other of the Obligations, Loan Documents. It is understood and agreed that except as provided by law neither the assignment of the Revenues to Lender nor the exercise by Lender of any and all proceeds of Collateral received by Agent, its rights or remedies under this Assignment shall be deemed to make Lender a "Mortgagee-in-Possession" or otherwise responsible or liable in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent any manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; seconduse, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver by any court at the request of Lender or by agreement with Borrower or the entering into possession of the Real Property or any part thereof by such receiver be deemed to all fees, costs, indemnities, liabilities, obligations and expenses incurred by make Lender a "Mortgagee-in-Possession" or owing to otherwise responsible or liable in any Lender manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; thirduse, to accrued and unpaid interest on the Obligations (including any interest whichoccupancy, but for the provisions enjoyment or operation of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent all or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryportion thereof.

Application of Proceeds. (a) Notwithstanding anything Except as otherwise expressly required to the contrary contained by applicable Law or any Loan Document, the net cash proceeds resulting from the exercise of any of the rights and remedies of Lender Parties under this Agreement, after deducting all charges, expenses, costs and attorneys’ fees relating thereto, shall be applied by Agent to the payment of the Obligations, whether due or to become due, in such order and in such proportions as Agent may elect; and Borrower shall remain liable to Lender Parties for any deficiency. Attorney-in-Fact. Borrower hereby constitutes and appoints Agent, or any other Person whom Agent may designate, as Borrower’s attorney-in-fact (such appointment being coupled with an interest and being irrevocable until Agent’s Lien shall have been terminated in writing as set forth in this Agreement), upon at Borrower’s sole cost and expense, to exercise any one or more of the following rights and powers at any time after the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any Default (and all acts of such attorney-in-fact or designee taken pursuant to this Section are hereby ratified and approved by Borrower, and said attorney or designee shall not be liable for any acts or omissions nor for any error of judgment or mistake of fact or law): To take or to bring, in the name of Agent or in the name of Borrower, all steps, action, suits or proceeding deemed by Agent necessary or desirable to effect collection of the Accounts; To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; To settle, adjust or compromise any legal proceedings brought to collect the Accounts; To notify Purchasers to make payments on the Accounts directly to Agent or to a Lockbox designated by Agent; To transmit to Purchasers notice of Agent’s interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of Agent or of Borrower or of the designee of Agent, information concerning the Accounts and the amounts owing thereon; To use Borrower’s stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Purchasers; To sell or assign any of the Collateral upon such terms, for such amounts and at such time or times thereafter received by as Agent from deems advisable, and to execute any bills of sale or assignments in the name of Borrower in relation thereto; To take control, in any manner, of any item of payment on, or proceeds of, Collateral; To prepare, file and sign Borrower’s name on behalf any proof of such claim in Bankruptcy or similar document against any Purchaser; To prepare, file and sign Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral; To sign or endorse the name of Borrower upon any Chattel Paper, Document, Instrument, invoice, freight b▇▇▇, b▇▇▇ of lading, warehouse receipt or similar document or agreement relating to the Collateral; To use the information recorded on or contained in any Guarantor of all data processing equipment and computer hardware and software relating to the Collateral to which Borrower has access; To enter into contracts or any part agreements for the processing, fabrication, packaging and delivery of the Obligations, and, Collateral as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as said attorney-in-fact or designee or Agent may from time to time elect. (c) Notwithstanding anything to deem appropriate and charge Borrower’s account for any reasonable costs thereby incurred; To receive, take, endorse, assign and deliver in Agent’s name or in the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply name of Borrower any and all payments received by checks, notes, drafts and other instruments; To receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for the delivery thereof to such address as Agent in respect of the Obligations, may designate; and any To do all acts and all proceeds of Collateral received by Agentthings necessary, in the following order: firstAgent’s discretion, to all fees, costs, indemnities, liabilities, fulfill Borrower’s obligations under this Agreement and expenses incurred by or owing to Agent with respect to otherwise carry out the purposes of this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower the Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between the Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent (in its capacity as the Agent) with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (other than interest owing to any Eligible Swap Counterparty in respect of any Swap Contracts) (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding (other than obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts); and fifth fifth, to any other indebtedness or obligations of the Borrowers owing to Agent or any Lender under the Financing DocumentsDocuments (other than obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts) and sixth, to the obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered delivered, to the extent applicable, in accordance with the Second Lien Debt Documents, to the Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.. MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category. (a) MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399

Application of Proceeds. (a) Notwithstanding anything to the contrary contained Except as expressly provided elsewhere in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application all Proceeds received by Collateral Agent in respect of any and all payments at any time sale of, collection from, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical following order of priority; provided, that, Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds arising from destruction, damage or condemnation of Collateral and Net Debt Securities Proceeds arising from issuance of Receivables Sales Indebtedness shall be applied as provided until exhausted prior in the Credit Agreement and the Intercreditor Agreement: FIRST: To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder and all advances made by Collateral Agent hereunder for the account of Grantors, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with the exercise of any right or remedy hereunder; SECOND: To the ratable payment of all other Secured Obligations (including any Aggregate Available Amount deposited into the L/C Collateral Account for outstanding Letters of Credit, provided that if such Letters of Credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 18 to then outstanding Secured Obligations) (for the ratable benefit of the holders thereof) and, as to obligations arising under the Credit Agreement, as provided in the Credit Agreement, provided, that, no Proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Excluded Securities Collateral shall be applied toward payment of obligations in respect of the Existing ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Senior Secured Notes or Specified New Senior Debt (and neither the holders thereof nor the New Senior Debt Representative in respect thereof shall be entitled to any increased portion of any Proceeds of any other Collateral due to such exclusion); provided, further, that, in making such application in respect of outstanding obligations under New Senior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the next succeeding category, and New Senior Debt Representatives the New Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (zsuch term being used in this Section 18 as defined in Section 7(c) each of the Persons entitled Intercreditor Agreement) pursuant to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share Section 7(c) of amounts available to be applied pursuant thereto for such category.the Intercreditor Agreement; and

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding and to Obligations owing under Interest Rate Agreements required hereunder and entered into with Eligible Swap Counterparties, on a pro rata basis in accordance with the aggregate amounts thereof; and fifth fourth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Loan Documents, exclusive of any remaining obligations under "swap agreements" (as defined in Section 101 of the Bankruptcy Code); and fifth, to any other obligations of Credit Parties owing to Agent or any Lender under any "swap agreement" (as defined in Section 101 of the Bankruptcy Code). Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything Subject to Section 6.4(b) below, all cash proceeds received by the contrary contained Collateral Agent in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application respect of any and all payments at any time sale of, collection from, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon all or any part of the Obligations, and, as between Borrowers on Collateral shall be applied (after payment of any amounts payable to the one hand Collateral Agent pursuant to Section 9.03 of the Credit Agreement and Section 6.5 below) in whole or in part by the Collateral Agent and Lenders on for the other, Agent shall have ratable benefit of the continuing and exclusive right to apply and to reapply Secured Parties against all or any and all payments received against part of the Secured Obligations in such manner as the Collateral Agent may deem advisable notwithstanding any previous application determines in its sole discretion. Any surplus of such cash or cash proceeds held by Agent. (b) Following the occurrence Collateral Agent and continuance remaining after payment in full of an Event of Default, but absent all the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Secured Obligations, the termination of all Commitments and any and the termination or expiration of all proceeds of Collateral received by AgentSpecified Hedge Agreements, in such order as Agent may from time to time elect. (c) Notwithstanding anything shall be paid over to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Pledgors or to whomever whomsoever may be lawfully entitled to receive such balance surplus (b) All payments received and amounts realized by the Collateral Agent under this Agreement or any other Loan Document while an Event of Default with respect to the payment of any amount due under any Loan Document, or any other Event of Default which results in the acceleration of the Secured Obligations, shall have occurred and be continuing, as a court well as all payments or amounts then held or thereafter received by the Collateral Agent as part of competent jurisdiction may direct. In carrying out the foregoingCollateral during the continuation of such Event of Default, (y) amounts received shall be applied by the Collateral Agent in the numerical following order provided until exhausted of priority: First, so much of such amounts as shall be required to reimburse the Collateral Agent for the costs and expenses of retaking, holding and preparing the Collateral for sale and the selling of the Collateral (including, without limitation, advertising, selling and legal expenses and attorneys' fees) and the discharge of all assessments or Liens, if any, on the Collateral prior to the application Lien created by the Security Documents (except any taxes, assessments or Liens subject to which such sale shall have been made), and to reimburse the Agents for any fees, expenses or other losses incurred by the Agents in connection with their duties and rights (to the next succeeding categoryextent not previously reimbursed) under the Loan Documents, shall be distributed to the Agents ratably, without priority, in accordance with the amount of such costs, expenses and losses to the Agents; Second, so much of such amounts as shall be required to reimburse the Secured Parties for amounts advanced by them or their predecessors in interest for purposes of curing any such Event of Default or enforcing rights under any Loan Document (zto the extent not previously reimbursed) shall be distributed to the Secured Parties ratably, without priority of one over the other, in accordance with the total amount of such reimbursements then being made; Third, so much of such amounts as shall be required to pay in full all fees due to the Secured Parties pursuant to the Loan Documents (including, without limitation, any Specified Hedge Agreements and the Fee Letter) shall be distributed to the applicable Secured Parties without priority of one over the other; Fourth, so much of such amounts as shall be required to pay in full all accrued interest payable to the Secured Parties in respect of the Loans, shall be distributed ratably to each of the Persons Secured Parties entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share such interest without order of amounts available to be applied pursuant thereto for such category.priority;

Application of Proceeds. 77 (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such the Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on a pro rata basis with respect to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Notes; fourthand third, to the principal amount of Notes then due and owing on a pro rata basis with respect to the Obligations outstanding; and fifth to any other indebtedness outstanding Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (ai) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate/Currency Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, expenses or otherwise and to cash collateralize the Letter of Credit Obligations, ratably among the Lenders in proportion to the respective amounts payable to them with respect to such Obligations; and (iii) the balance, if any, as required by Law. Notwithstanding anything to the contrary contained in this AgreementSection, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application no Swap Obligations of any and all payments at any time Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or times thereafter received by Agent from or on behalf the proceeds of such Borrower or any Guarantor of all or any part of Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the Obligations, and, as between Borrowers on extent possible appropriate adjustments shall be made with respect to payments and/or the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySection 9.2.5.

Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Lender (a) Notwithstanding anything to the contrary contained in this Agreement, upon extent a Lender is to share therein and subject to the occurrence and during the continuance provisions of an Event Section 2.10(f)) that Lender’s pro rata share of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter of principal, interest, premiums and fees payable hereunder in accordance with such Lender’s appropriate Percentage. Each Lender’s interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent from or on behalf of such Borrower or any Guarantor of all or any part of under the Obligations, and, as between Borrowers on Loan Documents; and the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right Agent’s only liability to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage, or share, as applicable, of interest or penalties, if any, payable by the Agent in connection with such refund. If any Lender has wrongfully refused to fund its Percentage of any Term Loans, or if the outstanding principal balance of the Term Loans made by any Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all Term Loans, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, Agent may remit payments received by it to the principal other Lenders until such payments have reduced the aggregate amounts owed by the Borrowers to the extent that the aggregate amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Term Loans owing to Agent or any such Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount hereunder are equal to its Pro Rata Share Percentage of the aggregate amounts available of the Term Loans owing to all of the Lenders hereunder. The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be applied pursuant thereto for deemed to excuse any Lender from such categoryobligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault but subject to applicable law, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing DocumentsDocuments and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category. (c) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, (a) upon the occurrence and during the continuance of an Event of Default, each Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent (but, after payment of any outstanding and unpaid Fees, costs or expenses of the Agent. , subject to the express provisions of Section 1.5(c) and (d) of this Agreement in respect of application of Net Proceeds to the Revolving Loans and the Term Loans) and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply any and all payments received by Agent in respect (i) a portion of the ObligationsCollateral that does not include any Fixed Collateral, and any and or (ii) (A) all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and or substantially all payments received by Agent in respect of the ObligationsCollateral or (B) a portion of the Collateral that includes but is not limited to Fixed Collateral to a purchaser for an aggregate purchase price, and any and all proceeds of Collateral received by Agent, in the following ordershall be applied: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations arising from the making of Revolving Credit Advances (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding arising from the making of Revolving Credit Advances; fourth to accrued and unpaid interest on the Obligations arising from the making of Term Loan Advances (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fifth, to the principal amount of the Obligations outstanding arising from the making of Term Loan Advances; and fifth sixth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing DocumentsLoan Documents including as collateral for Letter of Credit Obligations. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything any other provisions of this Agreement or any other Credit Document to the contrary contained in this Agreementcontrary, upon following acceleration of the Obligations after the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time amounts collected or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Lender on account of all the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) or any part other amounts outstanding under any of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent Credit Documents or in respect of the ObligationsCollateral shall be paid over or delivered as follows: FIRST, to the payment of all costs, fees, expenses, and any and all proceeds of Collateral received by other amounts owing to Agent, in such order as Agent may from time pursuant to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by AgentSection 10.7, in connection with enforcing the following order: firstrights of Agent and Lenders under the Credit Documents, to all fees, costs, indemnities, liabilities, obligations and expenses incurred any protective advances made by or owing to Agent with respect to this Agreement, the other Financing Documents Collateral under or pursuant to the Collateralterms of the Credit Documents; secondSECOND, to all fees, payment of any costs, indemnities, liabilities, obligations and fees or expenses incurred by owed to Agent or owing to any Lender with respect to this Agreement, the WFPC Affiliate hereunder or under any other Financing Documents or the CollateralCredit Document; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthTHIRD, to the payment of all costs, fees, expenses of each of Lenders owing hereunder in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to Lenders hereunder (excluding amounts relating to Bank Products); FIFTH, to the payment of the outstanding principal amount of the Obligations outstanding(excluding amounts relating to Bank Products); SIXTH to the payment of all liabilities and obligations now or hereafter arising from or in connection with respect to any Bank Products, any fees, premiums and scheduled periodic payments due with respect thereto and any interest accrued thereon; SEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through ‘SIXTH” above; and fifth EIGHTH, to any other indebtedness or obligations the payment of Borrowers owing the surplus, if any, to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may directsurplus. In carrying out the foregoing, (ya) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, ; and (zb) each of the Persons entitled to receive a payment in any particular category Lenders shall receive an amount equal to its Pro Rata Share pro rata share (based on the proportion that its then outstanding Loans and Obligations outstanding of amounts available to be applied pursuant thereto for such categoryto clauses “THIRD,” “FOURTH,” “FIFTH,” “SIXTH” and “SEVENTH” above).

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including without limitation costs and all payments at any time or times thereafter received by Agent from or on behalf expenses incurred in connection with the collection of such Borrower or any Guarantor proceeds and the payment of all or any part of the Obligations, anddue to the Administrative Agent under any of the expense reimbursement or cost and expense indemnity provisions of this Agreement or any other Loan Document, as between Borrowers on the one hand any Security Instrument or other collateral documents, and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.applicable law; (b) Following Second, to the occurrence ratable payment of accrued but unpaid annual administrative fees of the Administrative Agent, commitment fees, Letter of Credit Fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Lender, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, Advances and any Letters of Credit under this Agreement and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.the Notes; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Advances owing under this Agreement and the Notes; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders and to the payment of all obligations of the Obligations outstanding; and fifth Borrower or its Subsidiaries owing to any Swap Counterparty under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, if any, then due and payable; and (e) Fifth, the remainder, if any, to the Borrower or its Subsidiaries, or its respective successors or assigns, or such other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever Person as may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. At such intervals as may be agreed upon (ain writing) Notwithstanding anything to by the contrary contained in this AgreementDebtor and the Agent, upon the occurrence and during the continuance of or, if an Event of DefaultDefault shall have occurred and be continuing, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by at the Agent’s election, the Agent from or on behalf of such Borrower or any Guarantor of may apply all or any part of the Obligationsproceeds from the sale of, andor other realization upon, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply all or any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds Collateral in payment of Collateral received by Agent, the Liabilities in such order as the Agent may shall determine in its discretion. Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Liabilities shall be paid over from time to time elect. (c) Notwithstanding anything by the Agent to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers applicable Debtor or to whomever whomsoever may be lawfully entitled to receive the same. Any balance of such balance proceeds remaining after the Liabilities shall have been paid in full shall be paid over to the applicable Debtor or as a court of competent jurisdiction to whomsoever may directbe lawfully entitled to receive the same. In carrying out the foregoingabsence of a specific determination by the Agent, (y) amounts received the proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Liabilities shall be applied in the numerical order provided until exhausted prior following order: FIRST, to the application payment of all fees, costs, expenses and indemnities of the Agent (in its capacity as such), including reasonable attorney fees and charges, and any other Liabilities owing to the next succeeding categoryAgent in respect of sums advanced by the Agent to preserve the Collateral or to preserve its security interest in the Collateral, until paid in full; SECOND, to the payment of all fees, costs, expenses and (z) each indemnities of the Persons entitled Lender Parties, pro-rata, until paid in full; THIRD, to receive a the payment of all of the Liabilities (including Bank Product Obligations and Hedging Obligations) consisting of accrued and unpaid interest owing to any Lender Party, pro-rata, until paid in full; FOURTH, to the payment of all Liabilities (including Bank Product Obligations and Hedging Obligations) consisting of principal owing to any particular category shall receive Lender Party, pro-rata, until paid in full; FIFTH, to the payment of the Agent an amount equal to its Pro Rata Share all Liabilities in respect of amounts available outstanding Letters of Credit to be applied pursuant thereto for held as cash collateral in respect of such category.obligations; SIXTH, to the payment of all other Liabilities owing to each Lender Party, pro-rata, until paid in full; and