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 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 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 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 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 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 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 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 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 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 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 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 Agents 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 (or, in the othercase of Canadian Borrower, Agent Canadian 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 (or, in the case of Canadian Borrower, Canadian Agent) may deem advisable notwithstanding any previous application by Agent (or, in the case of Canadian Borrower, Canadian 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 with respect of to the Obligations, and any and all including the proceeds of any sale of, or other realization upon, all or any part of the 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 (or, in the case of Canadian Borrower, Canadian Agent) and reimbursable by Credit Parties pursuant to this Agreement, Agreement or the other Financing Documents or the CollateralLoan Documents; 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 Fees owing to Lenders and interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy CodeInsolvency Laws, would have accrued on such amounts, but excluding Fees and interest with respect to the In-Season Overadvance); fourththird, to the principal amount of the Revolving Loans, including the cash collateralization of the Letter of Credit Obligations outstandingas set forth above (other than the principal balance of In-Season Overadvances); fourth, to accrued and unpaid Fees and interest with respect to the outstanding In-Season Overadvances; fifth, to the principal amount of outstanding In-Season Overadvances; and fifth sixth to any other indebtedness or obligations of Borrowers owing to Agent Agents 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 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, 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 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 In case of any and all payments at any time sale, transfer or times thereafter received disposal of the Collateral, whether pursuant to a sale by Agent from or on behalf of such Borrower Pledgees under Paragraph 3 above, or any Guarantor sale of all or any part portion of Pledgors' interest in 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. Collateral (b) Following the occurrence and continuance of an Event of Default, including 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 not limited to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply sale of 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 call option with respect to this Agreement, the other Financing Documents or the Collateral), Pledgors covenant and agree that the proceeds thereof shall first be applied to the payment of the expenses of such sale, commissions, attorneys' fees and all charges paid or incurred by Pledge Holder hereunder; second, to the payment of the expenses of such sale, commissions, attorneys' fees and all fees, costs, indemnities, liabilities, obligations and expenses charges paid or incurred by Pledgees pertaining to sale, including any taxes or owing to any Lender with respect to this Agreementother charges imposed by law upon the Collateral and/or the owning, the other Financing Documents holding or the Collateraltransferring thereof; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions payment of the Bankruptcy Codeexpenses of such sale, would have accrued on such amounts)commissions, attorneys' fees and all charges paid or incurred by Pledgors pertaining to said sale but exclusive of any taxes or other charges imposed by law upon the owning, holding or transferring of the Collateral; fourth, to pay, satisfy and discharge the principal amount of the Obligations outstanding; Note (and fifth to any other indebtedness or of Pledgors under any of the instruments securing the Note); fifth, to pay, satisfy and discharge the duties and obligations of Borrowers owing Pledgors pursuant 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 Stock Pledge Agreement, and the foregoingrespective indebtedness secured thereby, (y) amounts received shall be applied in the numerical order provided until exhausted prior of their respective priority; and sixth, to pay the application surplus, if any, 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 categoryPledgors.

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 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 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 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 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, (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 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. 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. 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 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 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 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 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 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 (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 all remaining Scheduled Term Repayments thereof). 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. (b) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) received after acceleration of the Obligations 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 to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). In carrying out the foregoing, Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (yc) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that (i) no payments from the proceeds arising out of Offshore Collateral Documents shall be applied to pay any U.S. Obligations and (ii) no Offshore Borrower or Offshore Guarantor shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees or other Obligations of the numerical order provided until exhausted prior U.S. Borrower or any Loan Party party to the application Subsidiary Guaranty as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise, provided further that no Swiss Borrower shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other Obligations of the other Loan Parties as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise; provided that any Net Insurance/ Condemnation Proceeds received by OI Europe shall only be applied in connection with Loans drawn for its own account. (e) Anything in this Article X to the next succeeding categorycontrary notwithstanding, Administrative Agent shall, at the request of the Requisite Lenders, rescind and annul any acceleration (other than an acceleration pursuant to Section 10.2) of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (zB) each no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share provision of amounts available to be applied pursuant thereto for such categorySection 12.1 hereof.

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 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 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 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, (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 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 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 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 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, 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 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 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, (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; and sixth, to any other indebtedness of obligations of owing under the Affiliated Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever 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 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 after (x) the occurrence and during the continuance of a Waterfall Triggering Event, (y) the exercise of remedies in respect of Collateral after the occurrence and during the continuation of an Event of Default, Default or (z) 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 payments, proceeds or other amounts received by Agent any Secured Party in respect of the any Obligations, and any and all including proceeds of Collateral received by AgentCollateral, 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 orderwill be applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and Letter of Credit Fees) incurred by or owing to any Revolving Lender or Issuing Bank (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; third, to all accrued and unpaid Letter of Credit Fees and accrued and unpaid interest on the Obligations Revolving Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of unpaid Revolving Loans, reimbursement of amounts drawn under Letters of Credit and to the deposit of Cash Collateral to secure the then-existing Letter of Credit Obligations and future payment of related fees in compliance with Section 2.4(h); fifth, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and other amounts payable pursuant to clauses first through fourth above) incurred by or owing to any Lender with respect to this Agreement, the other Credit Documents or the Collateral; sixth, to accrued and unpaid interest on the unpaid Term Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); seventh, (i) to the principal amount of unpaid Term Loans, (ii) to any Obligations under any Secured Rate Contract and (iii) 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 eighth, to any other indebtedness or obligations Obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender under the Financing Credit Documents. Any balance remaining shall be delivered ; and ninth, 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 After an Event of DefaultDefault and acceleration of the Obligations, 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 shall be applied by the Administrative Agent: FIRST, andto the extent that any such proceeds arise from a sale of any Pledged Servicing, to the payment of any amounts required to be paid due by GMC and GMCLLC to FNMA under and in accordance with the Servicing Agreement and the Acknowledgement Agreement governing such Pledged Servicing, as between Borrowers on a condition to the one hand transfer of GMC’s or GMCLLC’s interest in any such Pledged Servicing pursuant to the terms of the Security Agreement and the FNMA Servicing Agreement and Acknowledgement Agreement including without limitation all amounts described in; SECOND, to the payment of all costs and expenses of such sale or enforcement, including reasonable compensation to the Administrative Agent and Lenders on the otherAdministrative Agent’s counsel, 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 Administrative Agent or any Lender acting on instructions of the Required Lenders in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following connection therewith; THIRD, to the occurrence and continuance payment of an Event of Defaultthe outstanding principal balance of, 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 on, the Obligations (including any interest whichLoan, but for and all Fees payable hereunder ratably according to the provisions of the Bankruptcy Codeamount so due to each Lender, would have accrued on until such amounts)amounts are paid in full; fourthFOURTH, 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; FIFTH, 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 Acknowledgement Agreement, are subordinated in priority of payment to the amounts payable to the Administrative Agent and the Lenders, as described above; and fifth SIXTH, 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 Borrowers, 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 Administrative 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 Borrowers shall remain jointly and severally 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 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 (with the consent of 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 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 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 the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts required by the terms of this Agreement; 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. Any balance remaining 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 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 (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. 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 and any Designated Lender Affiliate that is an Affiliate of Agent, with respect to this Agreement, the other Financing Documents Documents, any Ancillary Services or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender and any Designated Lender Affiliate that is an Affiliate of any Lender, with respect to this Agreement, the other Financing Documents Documents, any Ancillary Services 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 Agent, any Lender or any Designated Lender Affiliate under the Financing DocumentsDocuments or with respect to Ancillary Services. 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 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.57

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 their respective Subsidiaries or with the Parent which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including 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 Legal Requirement; (b) Following Second, ratably, according to the occurrence and continuance then unpaid amounts thereof, without preference or priority of an Event of Defaultany kind among them, but absent to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect payment of the ObligationsObligations then due and payable, including Obligations with respect to Letters of Credit, including any Lender Hedging Obligations of any Loan Party, and including any and all proceeds Banking Services Obligations of Collateral received by Agentany Loan Party, in such order as Agent may from time each case subject to time elect.Section 2.16(a)(ii); and (c) Notwithstanding anything to Third, the contrary contained in this Agreementremainder, 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); fourthany, to the principal amount of the Obligations outstanding; and fifth to any 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 Administrative Agent shall have no responsibility to determine the foregoingexistence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations. Subject to paragraph (a) of the first sentence of this Section, (y) Administrative Agent and Lenders hereby acknowledge and confirm that the Liens in the Collateral secure the Obligations and the Lender Hedging Obligations on a ratable basis. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be applied made with respect to payments from other Loan Parties to preserve the 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.

Application of Proceeds. (a) Notwithstanding anything In addition to any other rights and remedies Agent and Lenders have under the contrary contained Loan Documents, the UCC, at law or in this Agreementequity, upon all payments received after the occurrence and during the continuance continuation of an any Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time proceeds collected or times thereafter received by Agent from collecting, holding, managing, renting, selling or on behalf of such Borrower or any Guarantor otherwise disposing 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 Collateral 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 proceeds thereof upon exercise of remedies hereunder upon the occurrence and continuance during the continuation of an Event of Default, but absent shall be applied in the occurrence following order of priority: (i) first, to the payment of all costs and continuance expenses of an Acceleration Eventsuch collection, holding, managing, renting, selling or disposition, and of conducting the Credit Parties’ Businesses and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Agent shall apply or Lenders may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments received by that Agent in respect or Lenders may be required or authorized to make under any provision of the ObligationsLoan Documents (including, without limitation, in each such case, in-house documentation and any diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and attorneys’ fees and all proceeds expenses, liabilities and advances made or incurred in connection therewith); (ii) second, to payment of Collateral received by Agentall accrued unpaid interest on the Obligations and fees owed to the Agent and Lenders, in such order as Agent may from time to time elect.determine; (ciii) Notwithstanding anything third, pro rata 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 principal 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); iv) fourth, to the principal amount payment of the Obligations outstanding; and fifth to any other indebtedness amounts owing constituting Obligations in such order as Agent may determine; and (v) fifth, any surplus then remaining to the Credit Parties, unless otherwise provided by law 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 directed by a court of competent jurisdiction may directjurisdiction; provided that the Credit Parties shall be liable for any deficiency if such proceeds are insufficient to satisfy all of the Obligations or any of the other items referred to in this Section 9.2. 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 Lenders shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such categoryto clauses (i), (ii), (iii) and (iv) above.

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 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. , 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, Agreement or the other Financing Documents or the CollateralDocuments; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, Agreement or the other Financing Documents or the CollateralDocuments; 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 Borrower owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining 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 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 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.. MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan)

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 MidCap / Apyx Medical / Credit, Security and Guaranty Agreement 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, 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 its benefit and the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for its benefit and 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 Subject to the occurrence and continuance terms of an Event the Prudential 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 deposits in accounts of any Pledgor with the Collateral Agent or any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to, and any other Obligations payable to the Collateral Agent under, this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of (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, 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 MidCap / ATEC / Credit, Security and Guaranty Agreement 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 All proceeds from each sale of, or other realization upon, all or any part of the contrary contained in this Agreement, upon Collateral following the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives and all insurance proceeds payable following the right to direct the application occurrence and continuation of an Event of Default by reason of any and all payments at damage or destruction of any time of the Collateral, shall be applied or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor paid over as follows: (a) First: to the payment of all reasonable costs and expenses actually incurred in connection with such sale or any part of other realization, including reasonable attorneys' fees actually incurred if 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 Lender endeavored to apply and to reapply any and all payments received against collect the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.or through an attorney at law; (b) Following Second: to the occurrence payment of the accrued interest upon any of the Obligations in any order which the Lender may elect; (c) Third: to the payment of the outstanding principal of the Obligations in any order which the Lender may elect; and (d) Fourth: the balance (if any) of such proceeds shall be paid to the Debtor or to whomsoever may be legally entitled thereto. The Debtor shall remain liable and continuance of an Event of Defaultshall pay, but absent the occurrence and continuance of an Acceleration Eventon demand, Agent shall apply any and all payments received by Agent deficiency remaining 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 together with interest thereon at a rate per annum equal to the contrary contained in this AgreementPost-Default Rate then payable hereunder on such Obligations, if an Acceleration Event which interest shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect constitute part of the Obligations, . So long as no Event of Default shall have occurred 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 Agreementbe continuing, the other Financing Documents Debtor may receive any insurance proceeds payable by reason of any damage or destruction of any of the Collateral; second, . If the Lender shall receive any such insurance proceeds which it is not otherwise entitled to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreementretain, 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 Lender shall promptly turn over such amounts); fourth, proceeds 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 Debtor or to whomever whomsoever may be lawfully legally 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 categorythereto.

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. (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, 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 electelect in accordance with the terms of the Intercreditor Agreement. (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 shall, subject to the terms of the Intercreditor Agreement 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 Debt or obligations 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, 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 MidCap / HTG / Credit and Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 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 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. (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; 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, 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, MACROBUTTON DocID \\4158-4703-4198 v18 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 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 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 their respective Subsidiaries which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including 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 Legal Requirement; (b) Following Second, ratably, according to the occurrence and continuance then unpaid amounts thereof, without preference or priority of an Event of Defaultany kind among them, but absent to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect payment of the ObligationsObligations then due and payable, and including Obligations with respect to Letters of Credit, including any and all proceeds Lender Hedging Obligations of Collateral received by Agentany Loan Party, in such order as Agent may from time each case subject to time elect.Section 2.16(a)(ii); and (c) Notwithstanding anything to Third, the contrary contained in this Agreementremainder, 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); fourthany, to the principal amount of the Obligations outstanding; and fifth to any 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 Administrative Agent shall have no responsibility to determine the foregoingexistence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations. Subject to paragraph (a) of the first sentence of this Section, (y) Administrative Agent and Lenders hereby acknowledge and confirm that the Liens in the Collateral secure the Obligations and the Lender Hedging Obligations on a ratable basis. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be applied made with respect to payments from other Loan Parties to preserve the 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.

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.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (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. In the event Borrowers shall suffer any loss covered by insurance, Borrowers shall immediately notify Lender in writing, and each Borrower for itself, hereby agrees to and hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Lender (awho may, but need not, make proof of loss) Notwithstanding anything and Lender is hereby authorized to the contrary contained adjust, collect and compromise in this Agreementits discretion all claims under all such policies, and each Borrower shall sign, upon demand by Lender, all receipts, vouchers and releases required by such insurance companies; provided, that other than after the occurrence and during the continuance of an Event of Default, each any Borrower irrevocably waives may adjust, collect and compromise insurance claims upon notice to and with Lender's consent (which shall be exercised reasonably and in good faith), provided further such Borrower is acting reasonably and diligently. In the right event any Borrower shall be awarded any amount pursuant to direct any condemnation proceeding or the application taking or injury to any property for public use, Borrowers shall immediately notify Lender in writing and Borrowers agree that the proceeds of all such awards shall be paid to Lender and authorize Lender, on behalf and in the name of Borrowers to execute and deliver valid acquittances for and to appeal from any such award. Borrowers shall also immediately notify Lender of any actual or threatened condemnation or eminent domain proceedings and all payments shall give Lender at any time any additional instruments requested by Lender for the purpose of validly and sufficiently assigning all awards or times thereafter received by Agent from or on behalf of appealing any such Borrower or any Guarantor of all award. Insurance proceeds and awards described in this Section 7.6 (collectively, "Loss Proceeds"), or any part thereof, received by Lender, after deducting therefrom any expenses incurred, may be applied by Lender at its option (i) to the repair or restoration of the Obligationsproperty suffering any loss, andcondemnation or taking ("Loss Property"), (ii) to the payment of the Liabilities, whether or not due and in whatever order Lender elects, or (iii) to any other purpose or objects for which Lender is entitled to advance funds under this Agreement, all without affecting the lien or security interest created by the Collateral Documents, and any balance of such monies shall be paid to Borrowers or the Person lawfully entitled thereto. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure unless due to the gross negligence or wilful misconduct of Lender. Notwithstanding the foregoing, Lender agrees any Loss Proceeds shall be applied as between Borrowers on follows: (a) If no Unmatured Event of Default or Event of Default has occurred and is continuing at the one hand time of the insured loss, condemnation or taking and Agent and Lenders on the otheramount of such Loss Proceeds together with all other Loss Proceeds previously or contemporaneously paid to Lender hereunder is less than $100,000, Agent then such Loss Proceeds shall have be paid into the continuing and exclusive right relevant Borrower's Master Account for application pursuant 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 Agentthis Agreement. (b) Following the occurrence and continuance of an If no Unmatured Event of Default, but absent Default or Event of Default has occurred and is continuing at the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect time of the Obligationsinsured loss, condemnation or taking and the amount of such Loss Proceeds, together with all other Loss Proceeds previously or contemporaneously paid to Lender hereunder is $100,000 or greater, then Lender will permit the Loss Proceeds to be utilized toward the restoration of the Loss Property, provided that (i) business interruption loss insurance will be payable to Borrowers during the period necessary to restore the Loss Property, (ii) the proceeds of such business interruption insurance together with other funds available to Borrowers will be sufficient to pay all of Borrowers' obligations during such period, (iii) after giving effect to such proposed restoration no Event of Default or Unmatured Event of Default will be in existence and (iv) prior to such utilization of the Loss Proceeds, Lender shall be provided with (A) a full and complete set of plans and specifications for the restoration of the Loss Property, and any (B) a current appraisal indicating that the value of the Loss Property following the restoration as contemplated by such plans and all proceeds specifications will be of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything a value at least equal 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 greater of (I) 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 Loss Property prior to the application to loss or (II) the next succeeding categorythen outstanding principal balance of the Liabilities, and (zC) each all other items that may be reasonably requested by Lender in form and substance satisfactory to Lender. The plans and specifications and the appraisal must be in a form and content fully satisfactory to Lender. Lender shall disburse such Loss Proceeds for the purpose of restoration of the Persons entitled Loss Property on a monthly basis upon receipt of satisfactory draw requests and inspection reports of an architect approved by Lender certifying as to receive the percentage of completion of the restoration project. Lender shall retain a payment ten percent (10%) retainage of all Loss Proceeds disbursed hereunder pending the issuance of a final certificate of substantial completion issued by the inspecting architect certifying the completion of the restoration of the Loss Property in accordance with the approved plans and specifications. In the event of an Unmatured Event of Default or Event of Default at any particular category time following an insurance loss, condemnation or taking, Lender may apply all Loss Proceeds then in Lender's possession as a reduction against the Liabilities. No interest shall receive an amount equal to its Pro Rata Share be payable by Lender on account of amounts available to be applied pursuant thereto for such categoryany Loss Proceeds at any time held by Lender.

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 Grantor 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 Grantor or any other Credit Party or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Party Grantors 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 and/or the other 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 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. 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 If there shall have occurred an unwaived Event of DefaultDefault that has not been cured within the applicable cure period, each Borrower irrevocably waives the right to direct the application of any and all payments if any, at any time or times thereafter received by at the Administrative Agent’s election, the Administrative Agent from or on behalf of such Borrower or any Guarantor of may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the ObligationsBVI Obligations in the following order: (a) First, andto the payment of all costs and expenses of any sale, as between Borrowers collection or other realization on the one hand and Collateral, including reasonable compensation to the Administrative Agent and Lenders on its agents and counsel, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith (including as described in Section 6.6 hereof), and all amounts for which Administrative Agent is entitled to indemnification hereunder and all advances made by Administrative Agent hereunder for the otheraccount of the applicable Grantor, Agent shall have the continuing and exclusive right to apply and to reapply the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document and to the payment or reimbursement of all payments received against indemnification obligations, fees, costs and expenses owing to the Obligations Administrative Agent hereunder or under the Credit Agreement or any other Loan Document, all in such manner as Agent may deem advisable notwithstanding any previous application by Agent.accordance with the terms hereof or thereof; (b) Following Second, for application by it towards all other BVI Obligations, pro rata among the occurrence and continuance of an Event of Default, but absent Secured Parties according to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect amounts of the Obligations, and any and all proceeds of Collateral received BVI Obligations then held by Agent, in such order as Agent may from time to time elect.the Secured Parties; and (c) Notwithstanding anything to Third, any balance of such Proceeds remaining after 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 Discharge 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 BVI 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 paid over to Borrowers or upon the order of such Grantor or to whomever whomsoever 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, (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 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. (ai) 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. (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. (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 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 MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement 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 after (x) the occurrence and during the continuance of a Waterfall Triggering Event, (y) the exercise of remedies in respect of Collateral after the occurrence and during the continuation of an Event of Default, Default or (z) 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 payments, proceeds or other amounts received by Agent any Secured Party in respect of the any Obligations, and any and all including proceeds of Collateral received by AgentCollateral, 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 orderwill be applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and Letter of Credit Fees) incurred by or owing to any Revolving Lender or Issuing Bank (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; third, to all accrued and unpaid Letter of Credit Fees and accrued and unpaid interest on the Obligations Revolving Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of unpaid Revolving Loans, reimbursement of amounts drawn under Letters of Credit and to the deposit of Cash Collateral to secure the then-existing Letter of Credit Obligations and future payment of related fees in compliance with Section 2.4(h); 168 [[8076235]] fifth, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and other amounts payable pursuant to clauses first through fourth above) incurred by or owing to any Lender with respect to this Agreement, the other Credit Documents or the Collateral; sixth, to accrued and unpaid interest on the unpaid Term Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); seventh, (i) to the principal amount of unpaid Term Loans, (ii) to any Obligations under any Secured Rate Contract and (iii) 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 eighth, to any other indebtedness or obligations Obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender under the Financing Credit Documents. Any balance remaining shall be delivered ; and ninth, 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 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 continuesSection 1.5 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 as follows: 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 any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations and Fees with respect to Revolving Credit Advances (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 Revolving Credit Advances outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Revolving Credit Advances or Letters of Credit, as applicable, based upon the principal amount of such Revolving Credit Advances or the outstanding face amount of such Letters of Credit, as applicable); fourth, to accrued and unpaid interest and Fees with respect to the Term Loan (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 Term Loan outstanding; and fifth sixth to any other indebtedness or obligations of Borrowers Obligations 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.” 2.8. In carrying out the foregoingSection 7 (DEFAULTS, (yRIGHTS AND REMEDIES) 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 Credit Agreement is hereby amended by inserting the following new Section 7.6 immediately following Section 7.5 of amounts available to be applied pursuant thereto for such category.Section 7:

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 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 subject to the contrary contained in this 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 orderabsence of a specific determination by Agent with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied: 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 then any Lender with respect to this Agreement, the other Financing Loan Documents or the Borrower Collateral; thirdSECOND, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, any 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 or Currency Rate Agreement); 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 DocumentsLoan Documents or any Interest Rate Agreement or Currency Rate Agreement. 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 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 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 that an Application Event has occurred and Agent and Lenders on the other, Agent shall have the is continuing and exclusive right except as otherwise provided herein with respect to apply and to reapply any and Defaulting Lenders, all payments received against the Obligations in such manner as remitted to 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 shall be applied as follows: FIRST, to pay all costs, expenses and other amounts owing to Agent pursuant to Section 10.6 of this Agreement and the other Credit Documents until paid in full; SECOND, to pay all costs or expenses owed to Agent or to any Lender hereunder or under any other Credit Document until paid in full; THIRD, to pay all costs or expenses of Lenders owing hereunder in connection with enforcing its rights under the Credit Documents until paid in full; FOURTH, ratably to pay all interest and fees accrued in respect of the Advances until paid in full; FIFTH, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in such order as Agent may from time an amount up to time elect. one hundred five percent (c105%) Notwithstanding anything of the Letter of Credit Usage (to the contrary contained in this Agreementextent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if an Acceleration Event shall have occurreda Letter of Credit expires undrawn, and so long as it continues, Agent shall apply any and all payments received the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 9.1, beginning with tier (A) hereof); (F) SIXTH, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, and with any and all proceeds of Collateral received balance to be paid to Agent, to be held by Agent, in for the following order: firstratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to all fees, costs, indemnities, liabilities, obligations the applicable Bank Product Provider and expenses incurred applied by such Bank Product Provider to the payment or owing to Agent reimbursement of any amounts due and payable with respect to this AgreementBank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred cash collateral held by or owing to any Lender with Agent in respect of such Bank Product Obligations shall be reapplied pursuant 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.Section 9.1,

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, 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 Lender from or on behalf of such Borrower, and 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 hereby irrevocably agrees that Lender 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 Lender may deem advisable notwithstanding any previous application entry by Agent. Lender upon any books and records and (bB) 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: 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 all fees due and owing to Lender; 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; fourthFOURTH, to the principal amount amounts 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 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 Borrower, for itself and the Credit Parties, 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 such Credit Party of all or any part of the Obligations, and, as between Borrowers and 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 the Borrowers and the Secured Guarantors owing to Agent or any Lender under the Financing Documents; and sixth, to Silicon Valley Bank for payment of outstanding Bank Services Indebtedness in an aggregate amount not to exceed $250,000 and not cash collateralized pursuant to clause (c) of the definition of Subject Cash Collateral Accounts. Borrower shall remain fully liable for any deficiency. Any balance remaining shall be delivered to Borrowers or to whomever may be 90315629_11 lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In Unless the Agent and the Lenders shall agree otherwise, 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 to In the contrary contained event the Collateral Agent sells or otherwise disposes of the Collateral, or any part thereof in the course of exercising the remedies provided for in this Agreement, upon any amounts held, realized or received by the Collateral Agent pursuant to the provisions hereof, including the proceeds of the sale of any of the Collateral or any part thereof, shall be applied by the Collateral Agent as follows: first, toward the payment of any costs and expenses incurred by the Collateral Agent in enforcing this Agreement, in realizing on or protecting or preserving any Collateral and in enforcing or collecting any Obligations or any guaranty thereof, including, without limitation, the actual reasonable and documented (without having the effect of waiving any attorney-client privilege) outside attorneys’ fees and expenses incurred by the Collateral Agent, all of which costs and expenses the Grantors agree to pay, and then to such other Obligations in such order as the Collateral Agent may elect. Any amounts and any Collateral remaining after such application and after indefeasible payment in full of all of the Obligations (including any reasonable amount determined by the Collateral Agent as appropriate to be held by the Collateral Agent to secure any indemnities or other contingent obligations), shall be paid or delivered to the Company, the other Grantors, the successor or permitted assigns of the Grantors, or as a court of competent jurisdiction may direct. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 18 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) after the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to direct the application of sublicense, use and practice any Intellectual Property now owned or used by or hereafter acquired by such Grantor and access to all payments at media in which 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 licensed items may be recorded or stored and to reapply any all software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all payments received against real property owned, operated, leased, subleased or otherwise occupied by such Grantor. Any license, sublicense or other transaction entered into by the Obligations Collateral Agent in such manner as Agent may deem advisable accordance herewith shall be binding upon each Grantor notwithstanding any previous application by Agent. (b) Following the occurrence and continuance subsequent cure of an Event of Default. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Security Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, but absent not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the occurrence distribution or resale thereof. Each Grantor acknowledges and continuance of an Acceleration Eventagrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Collateral Agent shall apply be under no obligation to delay a sale of any Security Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. Each Grantor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Security Collateral pursuant to this Section 18 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained herein will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Note. Each Grantor waives any and all payments received by Agent in respect rights of contribution or subrogation upon the sale or disposition of all or any portion of the Obligations, and any and all proceeds Collateral by Collateral Agent until termination of Collateral received by Agent, this Agreement in such order as Agent may from time to time electaccordance with Section 23(b) hereof. (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, (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 Credit and Security Agreement 55 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 proceeds of any sale of, or other realization upon, all or any part of the Collateral and continuance of any payment after an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent Default 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 orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent, in its capacity as Administrative Agent and not in its capacity as a 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); 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; fifth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts and sixth, to all fees, costs and expenses related to banking services provided by any Lender or any Affiliate of a Lender. 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 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 Contract. 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 Anything contained herein to the contrary contained in this Agreementnotwithstanding (but subject to Section 1.01(b) hereof), upon the occurrence and during the continuance of if an Event of DefaultDefault has occurred and is continuing, each Borrower irrevocably waives and (x) the right Joint Collateral Agent takes action to direct the application enforce rights in respect of any Collateral, or any distribution is made in respect of any Collateral in any bankruptcy or other similar proceeding of any Grantor and (y) any Loan and Notes Secured Party receives (i) any payment (pursuant to any intercreditor agreement (other than this Agreement) with respect to any Collateral) or (ii) any proceeds of any sale, collection or other liquidation of any Collateral by the Joint Collateral Agent (pursuant to any such intercreditor agreement with respect to such Collateral) or (iii) proceeds of any distribution in respect of such Collateral (subject, in the case of any such distribution, to the sentence immediately following) (all payments at such payments, proceeds of any time sale, collection or times thereafter other liquidation of any Collateral and distributions being collectively referred to as “Proceeds”), then such Proceeds shall, in the case of any Proceeds received by any Loan and Notes Secured Party, be transferred to the Joint Collateral Agent from and the Joint Collateral Agent shall deposit into the Loan and Notes Collateral Account the Proceeds it receives in respect of such Collateral, and the Joint Collateral Agent shall distribute pursuant to the provisions of Section 4.03 all moneys held in the Loan and Notes Collateral Account as follows: (i) FIRST, to the payment (in such priority as the Joint Collateral Agent shall elect, but without duplication) of all reasonable legal fees and expenses and other reasonable costs or out-of-pocket expenses or other liabilities of any kind incurred by the Joint Collateral Agent, incurred acting on behalf of the Loan and Notes Secured Parties under any Loan and Notes Security Document or otherwise in connection with any Loan and Notes Security Document or this Agreement (including, without limitation, any reasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Loan and Notes Security Document, or in the operation or maintenance of any of the assets covered by any Loan and Notes Security Document), including the reimbursement to any Authorized Representative of any amounts theretofore advanced by such Borrower Authorized Representative for the payment of such fees, costs and expenses (except for any such fees, expenses, costs or liabilities incurred by the Joint Collateral Agent as a result of its gross negligence, bad faith or willful misconduct in performing or failing to perform any Guarantor of its duties to the parties hereto expressly set forth herein); provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such costs, fees, expenses and liabilities otherwise payable to the Joint Collateral Agent from funds outside of the Loan and Notes Collateral Account, as required by this Agreement; (ii) SECOND, to the Joint Collateral Agent (without duplication) in an amount equal to the Joint Collateral Agent’s Fees which are unpaid as of such Distribution Date and to any Authorized Representative which has theretofore advanced or paid the Joint Collateral Agent’s Fees in an amount equal to the amount thereof so advanced or paid by such Authorized Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from funds outside of the Loan and Notes Collateral Account, as required by this Agreement; (iii) THIRD, to the ratable payment of Loan and Notes Obligations consisting of fees, expenses and indemnity amounts (including attorney’s fees and expenses) owed to Authorized Representatives, ratably among the Authorized Representatives in proportion to the amount of all or any part fees, expenses and indemnity amounts owed to all Authorized Representatives under this clause THIRD; (iv) FOURTH, to the payment in full of all other Loan and Notes Obligations then due and owing on a ratable basis among all Series, in each case subject to Section 1.01(b) and to be applied in accordance with the terms of the applicable Secured Credit Documents; and (v) FIFTH, after payment in full of all Loan and Notes Obligations, andto the Administrative Company for the account of the applicable Grantor as its interests may appear. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a Loan and Notes Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Loan and Notes Obligations but senior (as between Borrowers determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Loan and Notes Obligations (such third party an “Intervening Creditor”), the value of any such Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the one hand Collateral or Proceeds to be distributed in respect of the Series of Loan and Agent and Lenders on the other, Agent shall have the continuing and exclusive right Notes Obligations with respect to apply and to reapply any and all payments received against the Obligations in which such manner as Agent may deem advisable notwithstanding any previous application by AgentImpairment exists. (b) Following It is acknowledged that the occurrence Loan and continuance Notes Obligations of an Event of Defaultany Series may, but absent subject to the occurrence and continuance of an Acceleration Eventlimitations set forth in the then extant Secured Credit Documents, Agent shall apply any and all payments received by Agent in respect of the Obligationsbe increased, and any and all proceeds of Collateral received by Agentextended, in such order as Agent may renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time electtime, all without affecting the priorities set forth in Section 4.01(a) or the provisions of this Agreement defining the relative rights of the Loan and Notes Secured Parties of any Series; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness. (c) Notwithstanding anything to the contrary contained in this Agreementdate, if an Acceleration Event shall have occurredtime, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Loan and so long as it continues, Agent shall apply Notes Obligations granted on the Collateral and notwithstanding any and all payments received by Agent in respect provision of the ObligationsUniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the Loan and Notes Obligations or any and all proceeds of Collateral received by Agentother circumstance whatsoever (but, in each case, subject to Section 1.01(b) and the following order: firstlast sentence of Section 4.01(a)), to each Loan and Notes Secured Party hereby agrees that the Liens securing the Loan and Notes Obligations on any Collateral shall secure all fees, costs, indemnities, liabilities, such obligations ratably 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 categoryequally.

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 the occurrence and during the continuance of If there shall have occurred an unwaived Event of DefaultDefault that has not been cured within the applicable cure period, each Borrower irrevocably waives the right to direct the application of any and all payments if any, at any time or times thereafter received by at the Administrative Agent’s election, the Administrative Agent from or on behalf of such Borrower or any Guarantor of may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the ObligationsUS Obligations in the following order: (a) First, andto the payment of all costs and expenses of any sale, as between Borrowers collection or other realization on the one hand and Collateral, including reasonable compensation to the Administrative Agent and Lenders on its agents and counsel, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith (including as described in Section 6.6 hereof), and all amounts for which Administrative Agent is entitled to indemnification hereunder and all advances made by Administrative Agent hereunder for the otheraccount of the applicable Grantor, Agent shall have the continuing and exclusive right to apply and to reapply the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document and to the payment or reimbursement of all payments received against indemnification obligations, fees, costs and expenses owing to the Obligations Administrative Agent hereunder or under the Credit Agreement or any other Loan Document, all in such manner as Agent may deem advisable notwithstanding any previous application by Agent.accordance with the terms hereof or thereof; (b) Following Second, for application by it towards all other US Obligations, pro rata among the occurrence and continuance of an Event of Default, but absent Secured Parties according to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect amounts of the Obligations, and any and all proceeds of Collateral received US Obligations then held by Agent, in such order as Agent may from time to time elect.the Secured Parties; and (c) Notwithstanding anything to Third, any balance of such Proceeds remaining after 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 Discharge 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 US 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 paid over to Borrowers or upon the order of such Grantor or to whomever whomsoever 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 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 pay the Protective Advances and interest due or accrued in respect thereof, until paid in full third, 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; thirdfourth, 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 of the Obligations outstanding; and fifth sixth 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 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 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. (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. (b) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) 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 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). In carrying out Any balance remaining shall be delivered to the foregoing, applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (yc) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that (i) no payments from the proceeds arising out of Offshore Collateral Documents (except to the extent providing for the pledge of up to 65% of the Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco, in each case that is directly owned by one or more of Company, the U.S. Borrower or a Subsidiary Guarantor) shall be applied to pay any U.S. Obligations and (ii) no Offshore Borrower or Offshore Guarantor shall guarantee, be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees or other Obligations of the numerical order provided until exhausted prior U.S. Borrower or any Loan Party party to the application Subsidiary Guaranty as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise, provided further that OI Europe shall not be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other Obligations of the other Loan Parties as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise; provided that any Net Insurance/Condemnation Proceeds received by OI Europe shall only be applied in connection with Loans drawn for its own account. (e) Anything in this Article X to the next succeeding categorycontrary notwithstanding, Administrative Agent shall, at the request of the Requisite Lenders, rescind and annul any acceleration (other than an acceleration pursuant to Section 10.2) of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (zB) each no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share provision of amounts available to be applied pursuant thereto for such categorySection 12.1 hereof.