Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the period during which remedies have been initiated shall Loan Documents shall, except as otherwise expressly provided herein, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) as follows: first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel) payable (including reasonable attorneys’ fees to the Senior Issuing Banks, extent provided herein) due and owing hereunder of the Swing Line Lender Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause (b) belowincluding all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such ▇▇▇▇▇▇’s rights under the Loan Documents, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment pay interest on Loans then outstanding; fourth, to pay principal of that portion of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior LendersSecurity Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause third “fourth” payable to them, as certified by the Senior Facility Agent; (d) fourthand fifth, to paymentpay the surplus, on a if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this the applicable clause fourth held by themat such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruleapplicable.

Application of Proceeds. Subject The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the period during which remedies have been initiated shall Loan Documents shall, except as otherwise expressly provided herein, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) as follows: first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel) payable (including reasonable attorneys’ fees to the Senior Issuing Banks, extent provided herein) due and owing hereunder of the Swing Line Lender Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause (b) belowincluding all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment pay interest on Loans then outstanding; fourth, to pay principal of that portion of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior LendersSecurity Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause third “fourth” payable to them, as certified by the Senior Facility Agent; (d) fourthand fifth, to paymentpay the surplus, on a if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this the applicable clause fourth held by themat such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruleapplicable.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and Collateral Agent or the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent and the Collateral Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, Administrative Agent or the Intercreditor Collateral Agent in their respective capacities as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders and the Issuing Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Reimbursement Obligations and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (ef) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 10.2.4 and until Payment In Full, and subject to the terms provisions of the Intercreditor AgreementSection 12.13.4 [Bifurcation of Obligations], any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against as follows: (A) First, to payment of that portion of the Obligations in the following order constituting fees (other than Letter of priority (but without prejudice Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the right of Administrative Agent in its capacity as such, the Senior LendersIssuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, subject ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the terms of the Intercreditor Agreement, respective amounts described in this clause First payable to recover any shortfall from the Borrower):them; (aB) firstSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (cC) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (D) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (E) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (eF) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, full to the Borrower Borrowers or as otherwise required by applicable Government RuleLaw. Notwithstanding anything to the contrary in this Section 10.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 10.2.4.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence From and during the continuance of an any Event of Default and Default, any monies or property actually received by the period during Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Document or any other agreement with the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which remedies have been initiated secures any of the Obligations, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsexpenses, expenses (indemnities and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Swing Line Lender in its capacity as such, and the Issuing Bank in its capacity as such (excluding Commitment Fees covered by clause (b) below), ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Swing Line Lender and the Accounts Bank, or Issuing Bank in proportion to the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause payable to them); (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause second payable to them, as certified by the Senior Facility Agent); (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances (including default interest) with respect to ratably among the Loans payable to Lenders and the Senior Lenders, ratably Swing Line Lender in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent); (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersAdvances, amounts owing under Swap Contracts with Swap Counterparties and Cash Management Bank Obligations (ratably among the Senior Lenders Lenders, the Swing Line Lender, the Issuing Bank, Swap Counterparties and Cash Management Banks in proportion to the respective amounts described in this clause fourth held by them); (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Bank, to cash collateralization of collateralize any outstanding Letters Letter of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Exposure then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (ef) fifthSixth, the balance, if any, any excess after payment in full of all of the Obligations have been (other than contingent indemnification obligations) shall be paid in full, to the Borrower or any Loan Party as appropriate or to such other Person who may be lawfully entitled to receive such excess. 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 required by applicable Government Ruleset forth above in this Section.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Commercial Banks Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Commercial Banks Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Commercial Bank Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Commercial Banks Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE IV (LIBOR and And Tax Provisions)) payable to the Senior Commercial Bank Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Commercial Banks Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Commercial Bank Loans payable to the Senior Commercial Bank Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Commercial Banks Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Commercial Bank Loans payable to the Senior LendersCommercial Bank Lenders (in inverse order of maturity), ratably among the Senior Commercial Bank Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Commercial Banks Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject From and after the date on which any Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility any Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated any other remedy by any Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the any Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor such Agent in their respective capacities its capacity as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest) payable to the Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (d) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agents shall make such adjustments as they determine are appropriate to distributions pursuant to clause Fourth above from amounts received from a Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fourth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agents pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject 7.1 All amounts from time to time received or recovered by the Collateral Agent in connection with the realisation or enforcement of all or any part of the Shared Security shall be held by the Collateral Agent on trust to apply them at any time as the Collateral Agent (in its discretion) sees fit, to the terms extent permitted by applicable law (and subject to the provisions of the Intercreditor Agreementthis Clause 7), any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):priority: (a) first, to payment of that portion in discharging any sums (in respect of the Obligations constituting fees, costs, expenses (and interest Security Documents) owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Collateral Agent, the Common Security TrusteeDelegate Collateral Agent, the Accounts Bank, any Receiver or the Intercreditor Agent in their respective capacities as suchany Delegate (on a pro rata basis); (b) second, to in payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, all costs and expenses incurred by any Agent or Primary Creditor in connection with any action taken at the request of counsel and amounts payable under Article V the Collateral Agent (LIBOR and Tax Provisionson a pro rata basis)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to the ECF Facility Agent in payment in or towards the ECF Indebtedness pursuant to Section 4.05 (Application of that portion Proceeds) of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility AgentECF Credit Agreement; (d) fourth, to payment, each of the Term Loan Facility Agents in payment in or towards the Term Loan Indebtedness (on a pro rata basisbasis across each of the Jewel Credit Facility and Jade Credit Facility, based on the outstanding principal amount of loans under each such facility) pursuant to Section 4.05 (Application of Proceeds) of the relevant Term Loan Credit Agreement; (e) in payment in or towards the ECF Hedging Indebtedness (on a pro rata basis in respect of the ECF Hedging Indebtedness owed to each ECF Hedging Creditor); (f) in payment in or towards the Term Loan Hedging Indebtedness (on a pro rata basis in respect of the Term Loan Hedging Indebtedness owed to each Term Loan Hedging Creditor); (g) if the Debtor is not under any further actual or contingent liability (other than (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent contingent liabilities for which no claim has been made and (ii) indemnities, expense reimbursements or any other contingent liabilities that expressly survive the cash collateralization termination of the ECF Credit Agreement) under any outstanding Letters of ECF Credit Document, Hedging Agreement or Term Loan Credit Document, in an amount not payment to exceed any person to whom the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable Collateral Agent is obliged to pay in priority to the ▇▇ ▇▇▇▇ Collateral AccountDebtor; and (eh) fifth, the balance, if any, after all of the Obligations have been paid in full, payment to the Borrower or as otherwise required by applicable Government RuleDebtor.

Application of Proceeds. Subject to the terms In accordance with Section 2.2(c) of the Intercreditor Servicing Agreement, any moneys Servicer shall pay all Collections received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right respect of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):Sold SUBIs as follows: (a) firstThe Servicer shall deposit all Collections received in respect of to the Sold SUBIs into the Collection Account within two (2) Business Days of receipt thereof. In addition, at any time when either any Series of Investor Notes or Preferred Membership Interests is outstanding, if the Servicer obtains confirmation from each Rating Agency with respect to payment such Series of that portion Investor Notes and such series of Preferred Membership Interests, and provides evidence of such confirmation to the Indenture Trustee and the Issuer, of the Obligations constituting feesutilization by the Servicer of an alternative remittance schedule with respect to Collections (including the use of an alternative remittance schedule pursuant to which the obligations of the Servicer to make such remittances are secured by a letter of credit satisfactory to such Rating Agencies), coststhe Servicer may remit such Collections in accordance with that alternative remittance schedule. Without limiting the generality of the foregoing, expenses if VMS is the Servicer and (i) shall have the Required Rating or (ii) the Indenture Trustee and interest owing thereon the Issuer otherwise shall have received written notice from each of the Rating Agencies with respect to each Series of Investor Notes and each series of Preferred Membership Interests that the then outstanding rating on each Series of Investor Notes and each Series of Preferred Membership Interests would not be lowered or withdrawn as a result, the Servicer may deposit all amounts referred to above for any Monthly Period into the Collection Account not later than the related Settlement Date; provided that (i) if any)a Servicer Termination Event has occurred and is continuing or (ii) and any other the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating, Servicer shall deposit all amounts (including fees, costs and expenses of counselany amounts then being held by Servicer) payable to into the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities Collection Account as such;provided above. (b) secondAfter the payment in full of each Series of Investor Notes and the redemption in full of each series of Preferred Membership Interests, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to Servicer shall pay all Collections in accordance with the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified instructions provided by the Senior Facility Agent; (c) third, Issuer from time to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruletime.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice as follows: 8.2.4.1 With respect to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall Collateral and Payments from the Borrower): (a) firstDomestic Borrowers and Guarantors: First, to payment of that portion of the Obligations (other than Canadian Liabilities) constituting fees, costsindemnities, costs and expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent and amounts payable under Section 3.4) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Administrative Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second; Second, to payment of that portion of the Obligations (other than Canadian Liabilities) constituting feesindemnities, costscosts and expenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) payable to the Domestic Lenders and the Issuing Lender (including fees, costs and expenses of counsel to the respective Domestic Lenders and the Issuing Lender and amounts payable under Article V (LIBOR and Tax ProvisionsSection 3.4)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them; Third, as certified to the extent not previously reimbursed by the Senior Facility Agent; Domestic Lenders, to payment to the Administrative Agent of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances (c) thirdother than those made to the Canadian Borrower); Fourth, to the extent that Swing Loans have not been refinanced by a Revolving Credit Loan provided by the Domestic Lenders pursuant to Section 2.6.5, payment to the Swing Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Loans; Fifth, to the extent that Swing Loans have not been refinanced by a Revolving Credit Loan provided by the Domestic Lenders pursuant to Section 2.6.5, to payment to the Swing Lender of that portion of the Obligations constituting unpaid principal of the Swing Loans; Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Credit Loans, Reimbursement Obligations, Letter of Credit Borrowings and other Obligations (excluding the Canadian Liabilities and any Obligations of the type specified in clauses (ii) and (iii) of the definition thereof), and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees), ratably among the Domestic Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Sixth payable to them, as certified by the Senior Facility Agent; (d) fourth; Seventh, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersRevolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings (other than, in each case, Canadian Liabilities), ratably among the Senior Domestic Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Domestic Borrowers or Guarantors; Ninth, to payment of all other Obligations (including without limitation the cash collateralization of any unliquidated indemnification obligations but excluding the Canadian Liabilities and any Obligations of the type specified in clauses (ii) and (iii) of the definition thereof), ratably among the Administrative Agent, the Issuing Lender and the Domestic Lenders in proportion to the respective amounts described in this clause fourth Ninth held by them; Tenth, as certified by to payment of the Senior Facility Agent and Obligations of the type specified in clauses (ii) and (iii) of the cash collateralization of any outstanding Letters of Credit definition thereof, ratably among the Administrative Agent, the Issuing Lender and the Domestic Lenders in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the ▇▇ ▇▇▇▇ Collateral Accountrespective amounts described in this clause Tenth held by them; and (e) fifthEleventh, to payment of the Canadian Liabilities in the order set forth in Section 8.2.4.2 hereof; Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law. Subject to Section 2.9.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Domestic Borrowers or Guarantors pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 8.2.4.2 With respect to Collateral and Payments From the Canadian Borrower: First, to payment of that portion of the Canadian Liabilities constituting fees, indemnities, costs and expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Section 3.4) payable to the Administrative Agent; Second, to payment of that portion of the Canadian Liabilities constituting indemnities, costs and expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the Issuing Lender (including costs and expenses to the respective Canadian Lenders and the Issuing Lender and amounts payable under Section 3.4), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Canadian Lenders, to payment to the Administrative Agent of that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances to the Canadian Borrower; Fourth, to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Revolving Credit Loans, Reimbursement Obligations, Letter of Credit Borrowings, in each case, made to or for the account of the Canadian Borrower, and fees (including Letter of Credit Fees), ratably among the Canadian Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Revolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings, in each case, made to or for the account of the Canadian Borrower, ratably among the Canadian Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Canadian Borrower; Seventh, to payment of all other Canadian Liabilities (including without limitation the cash collateralization of any unliquidated indemnification obligations, ratably among the Administrative Agent, the Issuing Lender and the Canadian Lenders in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to payment of the Canadian Liabilities of the type specified in clauses (ii) and (iii) of the definition thereof, ratably among the Administrative Agent, the Issuing Lender and the Canadian Lenders in proportion to the respective amounts described in this clause Tenth held by them; Last, the balance, if any, after all of the Canadian Lenders have been indefeasibly paid in full, to the Canadian Borrower or as otherwise required by applicable Government RuleLaw. Subject to Section 2.9.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued for the account of the Canadian Borrower pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Liabilities, if any, in the order set forth above.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstapplied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.8, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.8, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.8, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.10 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (ratably among the Facilities and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable ratably among the Lenders under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably such Facility in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Facilities and ratably among the Lenders under such Facility and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, ratably among the Senior Facilities and ratably among the Lenders under such Facility, the Issuing Lender, the applicable Cash Management Banks, the applicable Commodity Hedge Banks and the applicable Interest Rate Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank, Commodity Hedge Bank or Interest Rate Hedge Bank, as the case may be. Each Cash Management Bank, Commodity Hedge Bank or Interest Rate Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which any Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility any Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated any other remedy by any Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agents and the Collateral Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, Administrative Agents or the Intercreditor Collateral Agent in their respective capacities as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest. Letter of Credit Fees and Applicable Prepayment Premium) payable to the Lenders and the Issuing Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders and the Issuing Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Reimbursement Obligations and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to the Revolving/TLA Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them; (f) Sixth, as certified by to payment of that portion of the Senior Facility Agent and (ii) Obligations constituting the cash collateralization of any outstanding Letters of Credit in an amount not to exceed Applicable Prepayment Premium, if any, ratably among the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountLenders entitled thereto; and (eg) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agents shall make such adjustments as they determine are appropriate to distributions pursuant to clause Fifth above from amounts received from a Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agents have not received written notice thereof, together with such supporting documentation as the Administrative Agents may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agents pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 [Enforcement of Rights and Remedies] (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Section 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall Section 10.2(a)(iii) [Generally]) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under this Agreement (including sums received as a result of the exercise of remedies with respect to this Agreement) if such Swap Obligations would constitute Excluded Hedge Liabilities. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor AgreementSection 4.03(b) below, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing, the period during which remedies have been initiated Collateral Agent shall be applied in full apply the proceeds of any collection, sale, foreclosure or in part by the Senior Facility Agent against the Obligations other realization upon any Collateral in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, Administrative Agent and the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Collateral Agent in their respective capacities capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders and fees and indemnities payable to the Hedge Creditors and the Bank Products Creditors, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lendersand L/C Disbursements, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and L/C Disbursements, amounts due in respect of Bank Products Obligations and the breakage or termination value under Hedging Obligations, and to cash collateralize that portion of L/C Exposure comprised of the aggregate Stated Amounts of Letters of Credit pursuant to cash collateral arrangements reasonably satisfactory to the Senior LendersCollateral Agent, ratably among the Senior Lenders Lenders, Issuing Banks, Hedge Creditors and the Bank Products Creditors in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Obligations of Credit then outstanding, the Loan Parties that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifth, the balance, if any, after all of the Obligations have been paid in fulland Last, to the Borrower or as otherwise required by applicable Government Rulelaw. Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2.4 and until Payment in Full, any and all proceeds received by the Administrative Agent, the Issuing Lender or any other Lender shall, unless otherwise required by the terms of the Intercreditor Agreementother Loan Documents or by applicable law, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇ ▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject to the terms of the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement and any moneys other intercreditor agreement or arrangement permitted by this Agreement, any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):applied: (ai) first, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document, in each case to the extent reimbursable hereunder or thereunder; (ii) second, to the payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Letter of Credit Issuers (including fees, costs charges and expenses disbursements of counsel) payable counsel to the Senior Issuing Banks, respective Lenders and the Swing Line Lender (excluding Commitment Fees covered by clause (bLetter of Credit Issuers) below), arising under the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersCredit Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (ciii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, L/C Borrowings and other Obligations arising under the Senior LendersCredit Documents, ratably among the Lenders and the Letter of Credit Issuers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (div) fourth, to payment, on a pro rata basis, the payment of (i) that principal amount portion of the Loans payable Obligations constituting unpaid principal of the Loans, L/C Borrowings (including an amount sufficient to Cash Collateralize the Senior Lendersundrawn amounts of any Letters of Credit Outstanding) and Obligations then owing under Secured Hedge Obligations, Secured Cash Management Obligations or Secured Bank Product Obligations, ratably among the Senior Lenders Lenders, the Letter of Credit Issuers, the Hedge Banks, the Cash Management Banks and Bank Product Providers in proportion to the respective amounts described in this clause fourth held by them; (v) fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization payment of any outstanding Letters other Obligations, ratably among the Lenders, the Letter of Credit Issuers, the Hedge Banks, the Cash Management Banks and Bank Product Providers in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the ▇▇ ▇▇▇▇ Collateral Accountrespective amounts described in this clause fifth held by them; and (evi) fifthsixth, the balance, if any, after all of the Obligations have been any surplus then remaining shall be paid in full, to the Borrower applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as otherwise required a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by applicable Government Rulethe Administrative Agent in the order specified in clauses (i) through (vi) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. (a) Subject to the terms of the Second Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after upon the occurrence and during the continuance continuation of an Event of Default and Default, if requested by Required Lenders, or upon acceleration of all the period during which remedies have been initiated Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Loan Document (collectively, “Application Proceeds”) shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counselinterest) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor each Agent in their respective capacities its capacity as such; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second (ii) payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default including, but not limited to, post-petition interest) with and periodic payments in respect to the Loans payable to the Senior Lendersof Secured Swap Agreements, ratably among the Lenders and the Lender Counterparties, in proportion to the respective amounts described in this clause third (iii) payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to paymentpayment of that portion of the Obligations constituting unpaid principal, on a pro rata basisunreimbursed LC Disbursements or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements (but excluding any payments paid to the Lender Counterparties third, pursuant to paragraph (iii) of (ithis Section 7.03(a)) and Secured Cash Management Obligations and for the account of the Issuing Bank, to Cash Collateralize that principal portion of Obligations comprised of the aggregate undrawn amount of the Loans payable to the Senior LendersLetters of Credit, ratably among the Senior Lenders Secured Parties in proportion to the respective amounts described in this clause fourth (iv) held by them; (v) Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Secured Obligations of Credit then outstanding, the Loan Parties that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (evi) fifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by law. Subject to Section 2.05(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (iv) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. Notwithstanding the foregoing, (a) amounts received from any Loan Party that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations and (b) Secured Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Government RuleLender Counterparty. Each Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of ARTICLE VIII hereof for itself and its Affiliates as if a “Lender” party hereto. Whether or not a proceeding under any Debtor Relief Laws has commenced, any Application Proceeds received by any Secured Party in violation of (or otherwise not in accordance with) this Agreement shall be segregated and held in trust and promptly paid over to the Administrative Agent, for the benefit of the other Secured Parties, in the same form as received, with any necessary endorsements (which endorsements will be without recourse and without representation or warranty). The Administrative Agent is authorized to make such endorsements as agent for the Secured Parties. This authorization is coupled with an interest and is irrevocable until the Termination Date.

Application of Proceeds. Subject (i) After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to the terms be Cash Collateralized as set forth in Section 9.2(b)), any amounts received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Secured Obligations shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent in their respective capacities its capacity as such; (b) second; Second, to payment of all Protective Advances payable to the Administrative Agent until paid in full; Third, to payment of that portion of the Obligations constituting feesindemnities, costsexpenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) payable to the Lenders and the Issuing Lender (including fees, costs charges and expenses disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Article V (LIBOR and Tax ProvisionsX)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Third payable to them, as certified by the Senior Facility Agent; (c) third; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Letter of Credit Borrowings and other Obligations, and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees), ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Fourth payable to them, as certified by the Senior Facility Agent; (d) fourth; Fifth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Letter of Credit Borrowings and to the Senior Lenderspayment of payment obligations then owing in respect of Other Liabilities, ratably among the Senior Lenders Secured Parties in proportion to the respective amounts described in this clause fourth Fifth held by them; Sixth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of any outstanding Letters of Credit the Issuing Lender, to Cash Collateralize in an amount not to exceed less than the Minimum Collateral Amount that portion of Letter of Credit Obligations comprised of the aggregate LC Available Amounts undrawn amount of Letters of Credit; Seventh, to payment of all Letters of Credit then outstandingother Secured Obligations and Guaranteed Liabilities, payable ratably among the Secured Parties in proportion to the ▇▇ ▇▇▇▇ Collateral Accountrespective amounts described in this clause Seventh held by them; and (e) fifthand Last, the balance, if any, after Payment In Full of all of the Obligations have been paid in fullSecured Obligations, to the Borrower Loan Parties or as otherwise required by Law. (ii) Amounts used to Cash Collateralize Secured Obligations pursuant to clause Fifth or Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur or to pay such Other Liabilities as they come due, as the case may be. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired and/or after Payment In Full of the Other Liabilities, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. (iii) Amounts distributed with respect to any Secured Obligations attributable to Other Liabilities shall be equal to the lesser of (a) the applicable Government Ruleamount of such Other Liabilities last reported to the Administrative Agent by the applicable Secured Party or (b) the actual amount of such Other Liabilities as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Other Liabilities, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Party providing such Secured Bank Products or Secured Hedge. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such obligations last reported to it. (iv) If and to the extent the Administrative Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts received from any Guarantor or its assets shall not be applied to such Excluded Swap Obligations with respect to such Guarantor, and adjustments shall be made with respect to amounts received from other Loan Parties and their assets as the Administrative Agent may determine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Swap Obligations were not Excluded Swap Obligations. Each Loan Party acknowledges and consents to the foregoing.

Application of Proceeds. Subject to the terms of the Collateral and Intercreditor Agreement, any moneys received by the Senior Facility P1 Administrative Agent from the Common Security Trustee P1 Collateral Agent after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility P1 Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersLenders and Revolving LC Issuing Bank, subject to the terms of the Collateral and Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, P1 Administrative Agent or the Intercreditor Agent Revolving LC Issuing Bank in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)5) payable to the Senior Lenders, Lenders ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility P1 Administrative Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Senior Loans or unreimbursed Revolving LC Disbursement, payable to the Senior Lenders, Lenders and the Revolving LC Issuing Bank ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility P1 Administrative Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Senior Loans payable to the Senior LendersLenders (in inverse order of maturity), ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility P1 Administrative Agent and (ii) the cash collateralization of any outstanding Letters of Credit Revolving LCs, in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable amount required pursuant to the ▇▇ ▇▇▇▇ Collateral AccountSection 3.7; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KEXIM Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KEXIM Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersKEXIM, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KEXIM Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to themKEXIM, as certified by the Senior KEXIM Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to themKEXIM Direct Facility Loans, as certified by the Senior KEXIM Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KEXIM Direct Facility Loans payable to the Senior Lenders, ratably among the Senior Lenders KEXIM (in proportion to the respective amounts described in this clause fourth held by theminverse order of maturity), as certified by the Senior KEXIM Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from the Common Security Trustee after exercise of any remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided ▇▇ ▇▇▇▇▇ Collateral Accountand Other Lender-Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 8.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 8.2.5.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after After the occurrence and during the continuance of an (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the period during which remedies have been initiated Obligations, all proceeds realized from any Loan Party or on account of any Collateral owned by a Loan Party or any payments in respect of any Obligations and all proceeds of the Collateral, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (a) firstFIRST, ratably to payment of that portion of pay the Obligations constituting feesin respect of any Credit Party Expenses, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable then due to the Senior Issuing Banks, Administrative Agent and the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Collateral Agent until paid in their respective capacities as suchfull; (b) secondSECOND, ratably to payment of that portion of the Obligations constituting feespay any Credit Party Expenses and indemnities, costs, expenses (and interest owing thereon (if any)) and to pay any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable fees then due to the Senior Lenders, ratably until paid in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agentfull; (c) thirdTHIRD, to the extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agenton any Permitted Overadvances; (d) fourthFOURTH, to paymentthe extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting principal on a pro rata basisany Permitted Overadvances; (e) FIFTH, to the extent that Swingline Loans have not been repaid by the Lenders, payment to the Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swingline Loans; (f) SIXTH, to the extent that Swingline Loans have not been repaid by the Lenders, payment to the Swingline Lender of that portion of the Obligations constituting principal on the Swingline Loans; (g) SEVENTH, ratably to pay interest accrued in respect of the Obligations (other than Other Liabilities) until paid in full; (h) EIGHTH, ratably to pay principal due in respect of the Revolving Loans until paid in full; (i) that principal NINTH, to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as Cash Collateral in an amount equal to 103% of the amount of the Loans payable all Letter of Credit Outstandings (other than Letter of Credit Outstandings with respect to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit denominated in a currency other than Dollars, which Letter of Credit Outstandings shall be Cash Collateralized in an amount not equal to exceed 115% of the aggregate LC Available Amounts amount of all Letters such Letter of Credit then outstandingOutstandings) until paid in full, (j) TENTH, payable to the ▇▇ ▇▇▇▇ Collateral Accountpay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (k) ELEVENTH, to pay outstanding Obligations with respect to Bank Products furnished to any Loan Party; (l) TWELFTH, ratably to pay any other outstanding Obligations (including any other outstanding Other Liabilities); and (em) fifth, the balance, if any, after all of the Obligations have been paid in fullTHIRTEENTH, to the Lead Borrower or as otherwise required by applicable Government Rulesuch other Person entitled thereto under Applicable Law.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Collateral, or any part thereof, or the exercise of any other remedy by the Collateral Trustee after or the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lendersapplied, subject to the terms provisions of the Intercreditor Collateral Trust Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent, the Syndication Agent and the Collateral Trustee) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Administrative Agent, the Common Security Trustee, the Accounts Bank, Syndication Agent or the Intercreditor Agent Collateral Trustee in their respective capacities as such; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lender (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lendersrespective Lenders and the Issuing Lender) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Letter of Credit Borrowings and other Obligations arising under the Senior LendersLoan Documents, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to paymentthe Administrative Agent for the account of the Issuing Lender, on a pro rata basis, to Cash Collateralize that portion of (i) that principal Letter of Credit Obligations comprised of the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (v) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Senior Lenders Lenders, the Issuing Lender and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause fourth Fifth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (evi) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any assets of any Loan Party after entry of judgment, or any part thereof, or the Common Security Trustee after exercise of any other remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇ ▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s collateral for the Obligations have been paid in full(if any) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of collateral for the Obligations (if any) from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from the Common Security Trustee after exercise of any remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.5.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of the Intercreditor AgreementEvent of Default] and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part any other remedy by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersAdministrative Agent, shall, subject to the terms provisions of the Intercreditor AgreementSection 2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation], to recover any shortfall from the Borrower):be applied as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting feesfees (including, costswithout limitation, expenses (Letter of Credit Fees), indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and to the Administrative Agent for the account of the Issuing Lender to cash collateralize any undrawn amounts under outstanding Letters of Credit, in proportion to the respective amounts described in this clause Fourth held by them, (v) Fifth, as certified by the Senior Facility Agent and (ii) the cash collateralization to payment of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit obligations then outstanding, payable to the ▇▇ owing under Lender Provided Interest Rate H▇▇▇▇ Collateral Account; and▇▇, Lender Provided Commodity H▇▇▇▇▇, Lender Provided Foreign Currency H▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate H▇▇▇▇▇, Lender Provided Commodity H▇▇▇▇▇, Lender Provided Foreign Currency H▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fifth held by them; (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4 [Application of Procceeds].

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the any applicable Junior Lien Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them; Fourth, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in fullpaid, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject (a) So long as no Secured Debt Default exists, the Collateral Agent will make available to the terms applicable Credit Agreement Representative the proceeds of all Net Cash Proceeds (as defined in each Credit Agreement) delivered to the Collateral Agent in accordance with Section 2.7(b)(v)(B) of the Intercreditor Revolving Credit Agreement and Section 2.7(d)(iii) of the Term Loan Agreement. (b) If a Secured Debt Default exists, the Collateral Agent will apply the proceeds of any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full collection, sale, foreclosure or in part by the Senior Facility Agent against the Obligations other realization upon all Collateral in the following order of and priority (but without prejudice provided, however, that (i) any amounts due to any Lender or the Issuing Bank (as defined in the Revolving Credit Agreement) shall be made available to the right applicable Credit Agreement Representative and (ii) the Collateral Agent shall have no obligation or responsibility hereunder in connection with the application of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borroweramounts received by any Credit Agreement Representative or any other Secured Party): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)i) and any other amounts (including fees, costs and expenses of counsel) payable due to the Senior Issuing BanksRevolving Administrative Agent, the Swing Line Lender Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks (excluding Commitment Fees covered by clause (b) belowas defined in the Revolving Credit Agreement), the Senior Facility Revolving Lenders and the Term Lenders in respect of expenses due under Section 12.2 of each Credit Agreement or under this Agreement, as applicable, until paid in full, and then (ii) Fees (as defined in each Credit Agreement) and other amounts due to the Revolving Administrative Agent, the Common Security TrusteeTerm Loan Administrative Agent, the Accounts BankCollateral Agent, or the Intercreditor Agent in their respective capacities as such; (b) second, Revolving Lenders and the Term Lenders pursuant to payment of that portion Sections 11.6. and 12.10. of the Obligations constituting feesRevolving Credit Agreement or Sections 11.6. and 12.9. of the Term Loan Agreement, costsas applicable, expenses in each case under the foregoing clauses (and interest owing thereon (if any)i) and any other amounts (including feesii), costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause second (i) or (ii), as applicable, payable to them, as certified by the Senior Facility Agent; (c2) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect amounts due to the Loans payable to Collateral Agent, the Senior LendersRevolving Administrative Agent, ratably the Term Loan Administrative Agent, the Revolving Lenders and the Term Lenders in respect of Protective Advances (as defined in the Revolving Credit Agreement) in proportion to the respective amounts described in this clause third (2) payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part any other remedy by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersAdministrative Agent, shall, subject to the terms of the Pari Passu Intercreditor Agreement, to recover any shortfall from the Borrower):be applied as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and each Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and each Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (ii) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Reimbursement Obligations and to Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit (to the Senior Lendersextent not otherwise cash collateralized pursuant to this Agreement); (v) Fifth, to payment of that portion of Obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fifth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (evi) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause “Fourth” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 9.2. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the period during Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Borrower Representative pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which remedies have been initiated are secured under the Security Documents, sixth, to pay obligations under Cash Management Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Guarantee and Collateral Agreement, and seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be applied in full or in part held by the Senior Facility Collateral Agent against the Obligations in the following order of priority a cash collateral account and applied (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (ax) first, to payment reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of that portion Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the Obligations constituting feestypes described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, costs, expenses such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.15 may be amended (and interest owing thereon (if any)the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banksextent necessary to reflect differing amounts payable, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) secondand priorities of payments, to payment Lenders participating in any new classes or tranches of that portion of the Obligations constituting feesloans added pursuant to Subsections 2.6, costs, expenses (2.7 and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them2.8, as certified by applicable. Notwithstanding the Senior Facility Agent; foregoing, Excluded Obligations (c) third, to payment of that portion of as defined in the Obligations constituting accrued Guarantee and unpaid interest (including default interestCollateral Agreement) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective any Guarantor shall not be paid with amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower received from such Guarantor or as otherwise required by applicable Government Ruleits assets.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii) [Generally]) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, and Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise Cash Collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Subsidiary Guaranty (including sums received as a result of the exercise of remedies with respect to such Subsidiary Guaranty) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇ and Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KSURE Covered Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KSURE Covered Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior KSURE Covered Facility Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KSURE Covered Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior KSURE Covered Facility Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior KSURE Covered Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the KSURE Covered Facility Loans payable to the Senior KSURE Covered Facility Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior KSURE Covered Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KSURE Covered Facility Loans payable to the Senior LendersKSURE Covered Facility Lenders (in inverse order of maturity), ratably among the Senior KSURE Covered Facility Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior KSURE Covered Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KEXIM Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KEXIM Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior KEXIM Covered Facility Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KEXIM Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior KEXIM Covered Facility Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior KEXIM Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the KEXIM Covered Facility Loans payable to the Senior KEXIM Covered Facility Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior KEXIM Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KEXIM Covered Facility Loans payable to the Senior LendersKEXIM Covered Facility Lenders (in inverse order of maturity), ratably among the Senior KEXIM Covered Facility Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior KEXIM Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid Payment in fullFull, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any Any moneys received by the Senior Facility Collateral Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and may be held by the period during which remedies have been initiated shall Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied in full or in part by the Senior Facility Collateral Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, Collateral Agent to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counselcounsel and amounts payable under Article IV (Eurodollar Rate and Tax Provisions)) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Agents in their respective capacities as suchsuch ratably among them in proportion to the amounts described in this clause first; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V IV (LIBOR Eurodollar Rate and Tax Provisions)) but excluding principal of and accrued interest on the Loans or any Interest Rate Protection Agreement payable to the Senior LendersLenders and the Interest Rate Protection Providers, ratably among the Lenders and the Interest Rate Protection Providers in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that the portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lendersand Interest Rate Protection Agreement (other than any payments of Swap Termination Value), ratably among the Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that the principal amount of the Loans and any Primary Swap Obligations payable by the Borrower to the Senior LendersLenders and Interest Rate Protection Providers, ratably among the Senior Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifthlast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by applicable Government RuleApplicable Law.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement and any other applicable Customary Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after After the occurrence and during the continuance of an Event of Default and acceleration of the period during which remedies have been initiated Lender Debt as herein provided, the proceeds of the Collateral and of property of Persons other than the Credit Parties securing the Lender Debt and collections from each Guaranty shall be applied in full or in part by the Senior Facility Agent against to payment of the Obligations Lender Debt in the following order order, unless a court of priority competent jurisdiction shall otherwise direct: (but without prejudice i) FIRST, to payment of all costs and expenses of the Agent, each Issuing Lender and the Lenders incurred in connection with the preservation, collection and enforcement of the Lender Debt or any Guaranties, or of any of the Liens granted to the right of the Senior Lenders, subject Agent pursuant to the terms of Security Documents or otherwise, including, without limitation, any amounts advanced by the Intercreditor Agreement, Agent or the Lenders to recover any shortfall from protect or preserve the Borrower):Collateral; (aii) firstSECOND, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations Debt constituting accrued and unpaid interest (including default interest) and fees and indemnities payable under Sections 2, 2A and 3 hereof, ratably amongst the Agent, each Issuing Lender and the Lenders in accordance with respect the proportion which the accrued interest and fees and indemnities payable under Sections 2, 2A and 3 hereof constituting the Lender Debt owing to the Loans payable Agent, each Issuing Lender and each such Lender at such time bears to the Senior Lendersaggregate amount of accrued interest and fees and indemnities payable under Sections 2, ratably in proportion 2A and 3 hereof constituting the Lender Debt owing to the respective amounts described Agent, each Issuing Lender and all of the Lenders at such time until such interest, fees and indemnities shall be paid in this clause third payable to them, as certified by the Senior Facility Agentfull; (diii) fourthTHIRD, to paymentthe Agent in an amount equal to the then aggregate contingent Letter of Credit Obligations (to the extent that such obligations exceed Letter of Credit Cash Collateral securing the payment of same) to be held by the Agent for the payment of such Letter of Credit Obligations when and if due and payable; (iv) FOURTH, on a pro rata basisto payment of the principal of the Lender Debt (which shall exclude all contingent Letter of Credit Obligations and shall include all the other unpaid Letter of Credit Obligations), of (i) that ratably amongst the Lenders and each Issuing Bank in accordance with the proportion which the principal amount of the Loans payable such Lender Debt owing to each such Lender and Issuing Lender bears to the Senior Lendersaggregate principal amount of such Lender Debt owing to all of such Lenders and Issuing Lenders until such principal of such Lender Debt shall be paid in full; (v) FIFTH, to the payment of all other Lender Debt, ratably among amongst the Senior Lenders in accordance with the proportion which the amount of such other Lender Debt owing to each such Lender bears to the respective amounts described aggregate principal amount of such other Lender Debt owing to all of the Lenders until such other Lender Debt shall be paid in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Accountfull; and (evi) fifthSIXTH, the balance, if any, after all of the Obligations have Lender Debt has been paid in fullsatisfied, to the Borrower or shall, except as otherwise provided in the Security Documents, be deposited by the Agent in an operating account of the Company with the Agent designated by the Company, or paid over to such other Person or Persons as may be required by law. In the event that the amount of monies received by the Agent under clause (iii) above with respect to a Letter of Credit for which there are contingent Letter of Credit Obligations at the time of the Agent's receipt of such monies shall, together with any Letter of Credit Cash Collateral securing such contingent Letter of Credit Obligations which is not securing other Lenders Debt, exceed the amount of actual payments the applicable Government RuleIssuing Lender shall have made with respect to such Letter of Credit after the Agent's receipt of such monies, which determination shall be made after such Letter of Credit has been terminated or has expired, then the Agent shall apply such excess monies and Letter of Credit Cash Collateral in accordance with this Section 10.5.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other Disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including reasonable attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including reasonable attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by Third payable to them; (iv) Fourth, as certified by to payment of that portion of the Senior Facility Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and to the Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit ratably among the Lenders and the Issuing Lender in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the ▇▇ respective amounts described in this clause Fourth held by them; (v) Fifth, to payment of that portion of obligations then owing under Lender Provided Interest Rate H▇▇▇▇ Collateral Account▇▇, Lender Provided Foreign Currency H▇▇▇▇▇, and Other Lender Provided Financial Service Products, to the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause Fifth held by them; and (evi) fifthLast, the balance, if any, after to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, (a) no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4, or (b) unless and until each iGo Entity is wholly owned, directly or indirectly, by Borrowing Agent and the iGo Entities are jointly and severally liable for all of the Obligations, proceeds received by Administrative Agent arising from any sale or other Disposition of the Collateral, or any part thereof, representing identifiable direct proceeds of assets of an iGo Entity, shall be applied to reduce the then outstanding iGo Obligations have been paid in fullaccordance with, and in such order as provided in, this Section 9.2.4 before reducing any other Obligations. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate H▇▇▇▇▇, Lender Provided Foreign Currency H▇▇▇▇▇, and Other Lender Provided Financial Service Products (other than Obligations arising under Lender Provided Interest Rate H▇▇▇▇▇, Lender Provided Foreign Currency H▇▇▇▇▇, and Other Lender Provided Financial Service Products owing to PNC), shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Borrower or Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as otherwise required by applicable Government Ruleif a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstapplied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Section 2) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersSection 2, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in fullpaid, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 [Enforcement of Rights and Remedies] (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii) [Generally]) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lender, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement and any other applicable Customary Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Superpriority Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersSuperpriority Loans, ratably among the Senior Superpriority Lenders in proportion to the respective amounts described in this clause fourth Fourth held by them; (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, as certified by the Senior Facility Agent Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) the cash collateralization to Cash Collateralize that portion of any outstanding Letters of Credit in an amount not to exceed Outstanding comprising the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingto the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause FourthSixth held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause FourthSixth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause FourthSixth; FifthSeventh, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from the Common Security Trustee after the occurrence and during the continuance any Credit Party (or from proceeds of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the any Collateral) following order of priority (but without prejudice to the right any acceleration of the Senior LendersLoan Obligations under this Agreement shall, subject to the terms of the Intercreditor AgreementOrders, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Loan Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 8.07 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Loan Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest) payable to the Lenders (including fees, costs disbursements and expenses other charges of counsel payable under Section 8.07) arising under the Loan Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably among them in proportion to the respective amounts described in this clause third Second payable to them, as certified by the Senior Facility Agent; (d) fourth; Third, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loan Obligations constituting accrued and unpaid interest on the New Money Delayed Draw Term Loans payable to and the Senior LendersInterim Roll-Up Loans, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them; Fourth, as certified to payment of that portion of the Loan Obligations constituting unpaid principal of the New Money Delayed Draw Term Loans and the Interim Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Fifth, to payment of that portion of the Senior Facility Agent Loan Obligations constituting accrued and (ii) unpaid interest on the cash collateralization Final Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Sixth, to payment of that portion of the Loan Obligations constituting unpaid principal of the Final Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Seventh, to the payment of all other Loan Obligations of any outstanding Letters Credit Party owing under or in respect of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Loan Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Loan Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Loan Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of the Intercreditor AgreementEvent of Default] and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇ ▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, the applicable Hedge Banks and the applicable Cash Management Banks, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4 [Application of Proceeds]. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as otherwise required the case may be. Each Person not a party to the Agreement that has given the notice contemplated by applicable Government Rulethe preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the any applicable Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Section 2) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersSection 2, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in fullpaid, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject From and after the date on which the Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Agent, shall be applied in full as follows: (i) First, to reimburse the Agent for that portion of the Obligations constituting indemnities and out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Agent payable under Section 9.5 [Reimbursement and Indemnification of Agent by Borrower], or in part by connection with realizing on the Senior Facility Agent against Collateral or collection of any of the other Obligations in of any of the following order Loan Parties under any of priority the Loan Documents; (but without prejudice ii) Second, to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment repayment of that portion of the Obligations constituting fees, indemnities and out-of-pocket costs, expenses and disbursements, (other than principal, interest and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses fees on Letters of counselCredit) payable to the Senior Issuing Banks, Lenders and the Swing Line Lender Agent as issuer of Letters of Credit (excluding Commitment Fees covered including reasonable attorneys and paralegals’ fees and legal expenses incurred by clause (b) belowthe Lenders and the Agent as issuer of Letters of Credit), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably among them in proportion to the amounts respective amount described in this clause second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to and fees on the Loans payable to the Senior Lendersand fees on Letters of Credit, ratably among the Lenders and the Agent in its capacity as issuer of Letters of Credit in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourth, Fourth (a) to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Letters of Credit, (b) to the Senior Lenderscash collateralize that Letters of Credit Outstanding, (c) to payment of breakage, termination or other amounts owing in respect of any Other Lender-Provided Financial Service Product, Lender-Provided Interest Rate Hedge or Lender-Provided Commodity Hedge, ratably among the Senior Lenders Lenders, the TM Providers, the IRH Providers, and the CH Providers and the Agent as issuer of Letters of Credit in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (ev) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇ ▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject to At the terms request of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Required Lenders after the occurrence and during the continuance of an Event of Default and upon the period during which exercise of remedies have been initiated provided for in Section 8.2, any amounts received by any Agent on account of the Obligations (whether payments or proceeds of Collateral) shall be applied in full or in part by the Senior Facility such Agent against the Obligations in the following order of priority (but without prejudice order: First, to the right payment of that portion of the Senior LendersObligations constituting fees, subject indemnities, expenses and other amounts (other than principal and interest but including any expenses incurred in connection with the exercise of remedies against any Loan Party or the Collateral, fees, charges and disbursements of counsel to any Agent and amounts payable under Sections 2.14, 2.15 and 2.16) payable to any Agent in its capacity as such (including interest thereon); Second, to the terms payment of that portion of the Intercreditor AgreementObligations constituting interest and principal in respect of Swing Lien Loans and unreimbursed Letter of Credit drawings, in each case, which have not yet been converted into Revolving Loans, ratably among the Issuing Bank and Swing Line Lender in proportion to recover any shortfall from the Borrower): (a) firstrespective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts Credit fees payable under Article V (LIBOR and Tax ProvisionsSection 2.11(c)) payable to the Senior LendersLenders or the Issuing Bank (including any Letter of Credit fronting fees and Issuing Bank fees payable under Section 2.11(d) and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank and amounts payable under Sections 2.14, 2.15 and 2.16), in each case, ratably among them in proportion to the respective amounts described in this clause second Third payable to them, as certified by the Senior Facility Agent; (c) third; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees payable under Section 2.11(c) and interest (including default interest) with respect to on the Loans payable to the Senior LendersLoans, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenderseach case, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Sixth, as certified by to the Senior Facility Agent and (ii) Issuing Bank, to cash collateralize that portion of the cash collateralization Letter of any outstanding Credit Usage comprised of the aggregate undrawn amount of Letters of Credit in an amount not pursuant to exceed Section 2.4(i); Seventh, to the aggregate LC Available Amounts payment of all Letters other Obligations of Credit the Loan Parties that are then outstanding, due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthEighth, for the account of any applicable Lender Counterparty, to cash collateralize Obligations arising under any then outstanding Secured Swap Agreements, in each case, ratably among them in proportion to the respective amounts described in this clause Eighth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been cash collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by applicable Government Rulein accordance with any Requirement of Law. Subject to Sections 2.4 and 2.21, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral (whether for Letters of Credit after all Letters of Credit have either been fully drawn or expired, or for Obligations in respect of any Secured Swap Agreements after all such agreements have been terminated), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, and, if any amount then remains on deposit, it shall be promptly distributed to the Borrower.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any Any moneys received by the Senior Facility Collateral Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and may be held by the period during which remedies have been initiated shall Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied in full or in part by the Senior Facility Collateral Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, Collateral Agent to recover any shortfall from the Borrower):Borrowers) and, after its execution: (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including the fees and the fees, costs and expenses of counselcounsel and amounts payable under Article IV (Eurodollar Rate and Tax Provisions)) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Agents in their respective capacities as suchsuch ratably among them in proportion to the amounts described in this clause first; (b) second, to payment of that portion of the Obligations (excluding principal and accrued interest on the Loans) constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including the Fees and the fees, costs and expenses of counsel and amounts payable under Article V IV (LIBOR Eurodollar Rate and Tax Provisions)) payable to the Senior Lenders, and the Qualified Counterparties ratably among the Lenders, and the Qualified Counterparties in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Administrative Agent; (c) third, to payment of that the portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lendersand each Interest Rate Protection Agreement (other than any payments of Swap Termination Value), ratably among the Lenders and Qualified Counterparties in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Administrative Agent; (d) fourth, to payment, on a pro rata basis, payment of (i) that the principal amount of the Loans payable to the Senior Lenders, and payment of Swap Termination Value due and owing under any Interest Rate Protection Agreement ratably among the Senior Lenders and Qualified Counterparties in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent; and (e) fifthlast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the immediately succeeding paragraph and the terms of the any Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement and any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full Default, all amounts collected or in part received by the Senior Facility Agent against Administrative Agent, the Obligations Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be distributed and applied in the following order of priority (but without prejudice in each case, to the right extent the Administrative Agent has actual knowledge of the Senior Lenders, amounts owing or outstanding as described below and subject to the terms any application of the any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by any Intercreditor Agreement, to recover any shortfall from the Borrower): Other Intercreditor Agreement and any Intercreditor Agreement Supplement): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel) payable (including attorneys’ fees to the Senior Issuing Banksextent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Swing Line Lender Lenders and the Issuing Lenders under the Loan Documents (excluding Commitment Fees covered by clause including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b2) second, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, ratably including in proportion to connection with enforcing such Lender’s or such Issuing Lender’s rights under the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; Loan Documents; (c3) third, to pay (on a ratable basis) to the applicable Revolving Issuing Lender with respect to a Revolving Letter of Credit, any Revolving L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Revolving Issuing Lender under a Revolving Letter of Credit that portion has not been paid by the applicable Borrower, provided that the Collateral Agent on behalf of the Obligations constituting Secured Parties shall be subrogated to the rights of such Revolving Issuing Lender against such Revolving L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (including default interest5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedge Agreements and Bank Products Agreements secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above (or in the case of Term Letters of Credit, the immediately succeeding paragraph), and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent (in the case of Term L/C Obligations, to the extent not cash collateralized as provided in the immediately succeeding paragraph); (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. Notwithstanding the foregoing, with respect to the Loans payable to the Senior Lendersany Term C Loan Collateral Account (and all amounts deposited therein or credited thereto), ratably any Collection Amounts so received in proportion to the respective amounts described in this clause third payable to them, respect thereof shall be applied as certified by the Senior Facility Agent;follows: (di) fourth, to paymentFirst, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among payment of all amounts due to the Senior relevant Term Issuing Lenders in proportion an amount equal to the respective amounts described all unreimbursed payments made by Term Issuing Lenders in this clause fourth held by them, as certified respect of Term Letters of Credit that have not been paid by the Senior Facility Agent and applicable Borrowers; (ii) Second, on a pro rata basis, to the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters of Credit then outstanding, payable other amounts due to the ▇▇ ▇▇▇▇ Collateral Account; andTerm Issuing Lenders under any of the Loan Documents, in their capacity as such; (eiii) fifthThird, on a pro rata basis, to cash collateralize any remaining outstanding Term L/C Obligations on terms reasonably satisfactory to the applicable Term Issuing Lenders; (iv) Fourth, on a pro rata basis, to the payment of all other Obligations in respect of the Term C Loans (in the order specified in clauses (2), (4) and (5) above with respect to all other Collection Amounts); (v) Last, the balance, if any, after all of the relevant Term L/C Obligations and Obligations in respect of Term C Loans have been indefeasibly paid in fullfull in cash, as set forth above with respect to all other Collection Amounts. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.9, 2.10 and 2.11, as applicable. Notwithstanding the Borrower foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or as otherwise required by applicable Government Ruleits assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstandingCredit; (vi) Sixth, payable to the ▇▇ ▇▇▇▇ Collateral Accountpayment of any other Obligations; and (evii) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.5.

Application of Proceeds. Subject After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the terms proviso to Section 9.2), any amounts received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Secured Obligations shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting feesindemnities, costsexpenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) payable to the Lenders and the Issuing Lender (including fees, costs charges and expenses disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Article V (LIBOR and Tax ProvisionsX)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Letter of Credit Borrowings and other Obligations, and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees), ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable to the Senior Lendersand Letter of Credit Borrowings, ratably among the Senior Lenders and the Issuing Lender in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to payment of all other Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by them; Seventh, to payment or Cash Collateralization (if agreed by the applicable Loan Parties and any provider of any Secured Bank Product or Secured Hedge, as certified by the Senior Facility Agent and (iiapplicable) the cash collateralization of any outstanding Letters that portion of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Other Liabilities then outstanding, payable to ratably among the Secured Parties providing the Secured Bank Products and Secured ▇▇ ▇▇▇▇▇ Collateral Accountgiving rise to such Other Liabilities in proportion to the respective amounts described in this clause Seventh held by them; and (e) fifthand Last, the balance, if any, after Payment In Full of all of the Obligations have been paid in fullSecured Obligations, to the Borrower Loan Parties or as otherwise required by Law. Amounts used to Cash Collateralize Secured Obligations pursuant to clause Fifth or Seventh above shall be applied to satisfy drawings under such Letters of Credit as they occur or to pay such Other Liabilities as they become due, as the case may be. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired and/or after Payment In Full of the Other Liabilities, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Obligations attributable to Other Liabilities shall be equal to the lesser of (a) the applicable Government Ruleamount of such Other Liabilities last reported to the Administrative Agent or (b) the actual amount of such Other Liabilities as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Other Liabilities, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Secured Hedge. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such obligations last reported to it. If and to the extent the Administrative Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Loan Party, amounts received from such Loan Party or its assets shall not be applied to such Excluded Swap Obligations with respect to such Loan Party, and adjustments shall be made with respect to amounts received from other Loan Parties and their assets as the Administrative Agent may determine, in consultation with or at the direction of, the Lenders to be equitable (which may include the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Swap Obligations were not Excluded Swap Obligations. Each Loan Party acknowledges and consents to the foregoing.

Application of Proceeds. Subject to the terms of the Collateral and Intercreditor Agreement, any moneys received by the Senior Facility P1 Administrative Agent from the Common Security Trustee P1 Collateral Agent after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility P1 Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersLenders and Revolving LC Issuing Bank, subject to the terms of the Collateral and Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, P1 Administrative Agent or the Intercreditor Agent Revolving LC Issuing Bank in their respective capacities as such;; |US-DOCS\137622719.74|| (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)5) payable to the Senior Lenders, Lenders ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility P1 Administrative Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Senior Loans or unreimbursed Revolving LC Disbursement, payable to the Senior Lenders, Lenders and the Revolving LC Issuing Bank ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility P1 Administrative Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Senior Loans payable to the Senior LendersLenders (in inverse order of maturity), ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility P1 Administrative Agent and (ii) the cash collateralization of any outstanding Letters of Credit Revolving LCs, in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable amount required pursuant to the ▇▇ ▇▇▇▇ Collateral AccountSection 3.7; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to Except as expressly provided elsewhere in the terms Loan Documents, after the exercise of remedies provided for under this Agreement or the other Loan Documents (or after the Loans have automatically become immediately due and payable) any amounts received on account of the Intercreditor Agreement, any moneys Obligations (including all proceeds received by the Senior Facility Administrative Agent from in respect of any sale, any collection from, or other realization upon all or any part of the Common Security Trustee after Collateral and any amounts in any of the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated HOV Accounts) shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstpriority: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such (including all costs and expenses of counsel) payable to any sale, collection or other realization upon Collateral or any expenditures in connection with the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) belowpreservation of Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second; Second, to payment of that portion of the Obligations constituting feesfees (excluding any Exit Fee and Prepayment Premium), costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest) (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)to the Lenders) payable to the Senior Lenders, ratably among them in proportion to the respective amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand other Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth payable to them; Fourth, to payment of that portion of the Obligations constituting Exit Fee and Prepayment Premium on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Sixth, as certified by to payment of all other Obligations, ratably among the Senior Facility Administrative Agent and (ii) the cash collateralization of any outstanding Letters of Credit Lenders in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifthrespective amounts described in this clause held by them and Last, the balance, if any, after all of the Obligations (including amounts owed to any Defaulting Lender) have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by applicable Government RuleRequirement of Law. Notwithstanding the foregoing, if a proceeding under any Debtor Relief Law shall be commenced by or against any Borrower and in the event the treatment of Obligations held by Affiliated Lenders (or Assignees of any such Affiliated Lender) is disproportionately adverse treatment (i.e. results “less than ratable treatment” or “proportionately lesser payment”) for such Persons than the treatment of, or payment on, Obligations held by Lenders that are not Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender) shall be permitted to (and agree to) receive less than ratable payment in respect of similar Obligations owed to them.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any assets of any Loan Party after entry of judgment, or any part thereof, or the Common Security Trustee after exercise of any other remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided ▇▇ ▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower Loan Parties or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject (a) All amounts standing to the terms credit of the Intercreditor AgreementCollection Account collected during the relevant Collection Period shall be applied, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Borrower, on each Payment Date and during the continuance of (following an Event of Default and the period during which remedies have been initiated shall be applied in full or in part is continuing) on each date required by the Senior Facility Agent against the Obligations an Act of Required Debtholders in the following order of priority (but without prejudice only to the right extent that all distributions of the Senior Lendersa higher priority have been made in full, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):in payment: (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) firstly, provided that principal amount of the Loans payable Security Trustee has not been directed to the Senior Lenders, ratably among the Senior Lenders take enforcement action in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization respect of any outstanding Letters of Credit Liens under the Collateral Documents in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in fullaccordance with Section 3.03, to the Borrower or as otherwise it may direct for reimbursement for Operating Expenses (to the extent due and payable prior to the next Payment Date); (ii) secondly, provided that the Security Trustee has not been directed to take enforcement action in respect of any Liens under the Collateral Documents in accordance with Section 3.03, to the Borrower or as it may direct for reimbursement for Contract Installation and Asset Redeployment Costs (to the extent due and payable prior to the next Payment Date) (iii) thirdly, to the Representatives in discharging fees, Expenses and indemnity payments owing to the Representatives (or any of them); (iv) fourthly, pari passu and pro rata: (1) to the Lenders and any Issuing Banks for application in or towards the discharge of the Borrower’s liabilities in respect of payment of Commitment Fees, L/C Fees and L/C Fronting Fees and interest then due and payable (including Default Interest) on the Loans under the Loan Agreement; and (2) to the Additional Debt Representatives for onwards payment to the Additional Debt Finance Parties in or towards the discharge of the Borrower’s liabilities in respect of commitment fees and interest then due (including default interest) under the Additional Debt Documents; (v) fifthly, pari passu and pro rata: (1) to the Lenders for application in or towards the discharge of the Borrower’s liabilities in respect of principal then due and payable on the Loans under the Loan Agreement and to the Administrative Agent for application in or towards the discharge of the Borrower’s liabilities to Cash Collateralize any Letter of Credit; and (2) to the Additional Debt Representatives for onwards payment to the Additional Debt Finance Parties in or towards the discharge of the Borrower’s liabilities in respect of principal then due under the Additional Debt Documents; (vi) sixthly, in payment to the Debt Service Reserve Account to the extent that the balance standing to the credit of the Debt Service Reserve Account is lower than the balance required under the Secured Debt Documents; (vii) seventhly pari passu and pro rata: for application in or towards discharge of any Grantor’s other liabilities due and payable to the Loan Finance Parties, the Additional Debt Finance Parties, the Representatives or any of them under any of the Secured Debt Documents; (viii) eighthly, if an Atlas TNW Cash Sweep Event is continuing and Additional Debt Secured Obligations in respect of the IPL are outstanding, all remaining amounts shall be applied to repay any outstanding principal of the Revolving Facility under the Loan Agreement, the outstanding principal of the Term Loan under the Loan Agreement and the outstanding principal under the IPL pro rata; (ix) ninthly, if a DSCR Cash Sweep Event is continuing, fifty per cent. of all remaining amounts shall be applied first to repay any outstanding principal of the Revolving Facility under the Loan Agreement and secondly to repay the outstanding principal of the Term Loan under the Loan Agreement and thirdly to repay the outstanding principal under the Additional Debt Documents (provided that if any Additional Debt Finance Party elects not to receive such amounts, such amounts shall be applied repay the outstanding principal of the Term Loan under the Loan Agreement); (x) tenthly, if the DSCR Ratio is greater than 1.5:1, to the Borrower or as it may direct for reimbursement for expansionary capex (to the extent due and payable prior to the next Payment Date); and (xi) lastly, provided no Default or Event of Default under the Loan Agreement (or equivalent term, howsoever described, under any Additional Debt Documents) has occurred and is continuing and the DSCR Ratio is greater than 2.0:1, any balance remaining to the Borrower or as it may direct (and if a Default or Event of Default under the Loan Agreement (or equivalent term, howsoever described, under any Additional Debt Documents) has occurred and is continuing or the DSCR Ratio is not greater than 2.0:1, any balance shall remain in the Collection Account until such event or circumstance is no longer continuing). Unless an Event of Default has occurred and is continuing and provided that the DSCR Ratio is greater than 1.75:1, the Borrower shall be permitted to make withdrawals from the Collection Account prior to the applicable Payment Date, provided that the Borrower shall ensure that on each Payment Date, if any such amounts were instead paid on the applicable Payment Date, amounts collected during the relevant Collection Period would have been paid in accordance with the foregoing provisions of this Section 4.02(a). If an Event of Default is continuing or the DSCR Ratio is equal to or less than 1.75:1, any such withdrawals from the Collection Account shall require the prior consent of the Security Trustee. (b) All amounts standing to the credit of the Collateral Account shall be retained in the Collateral Account pending application in accordance with the following provisions: (i) amounts representing Net Sales Proceeds and Total Loss Proceeds shall be applied: (1) if such amounts have not be utilized in making reinvestments by the Grantors in accordance with clause (2) below during the Permitted Reinvestment Period, in prepayment of the Secured Obligations, in which case such amounts shall be applied, first to repay any outstanding principal of the Revolving Facility and secondly, pro rata and pari passu, to repay the outstanding principal of the Term Loan and the outstanding principal under any Additional Debt Documents (provided that if any Additional Debt Finance Party elects not to receive such amounts, such amounts shall be applied to repay the outstanding principal of the Term Loan pro rata to the remaining installments); and (2) if the Borrower has notified the Security Trustee and the Secured Lien Representatives that such amounts shall be utilized in making reinvestments by the Grantors during the Permitted Reinvestment Period, in payment to the applicable Government Ruleseller in respect of such reinvestment assets, provided that the Security Trustee shall only give its consent to any such withdrawal if the Secured Lien Representatives have received valuations and calculations taking account of such application and reinvestment showing no LTV Event is caused thereby (or, if an LTV Event is continuing, no worsening thereof) and no such Secured Lien Representative has raised an objection in relation to such valuation and/or calculations within two (2) Business Days of receipt thereof; (ii) amounts representing Guarantor Cures shall be withdrawn from the Collateral Account on the next Payment Date (or, if so requested by the Borrower, on such earlier date) and applied in immediate prepayment of the Secured Obligations, whereupon such amounts shall be applied first to repay any outstanding principal of the Revolving Facility under the Loan Agreement and secondly, pro rata and pari passu, to repay the outstanding principal of the Term Loan under the Loan Agreement and the outstanding principal under the Additional Debt Documents (provided that if any Additional Debt Finance Party elects not to receive such amounts, such amounts shall be applied repay the outstanding principal of the Term Loan under the Loan Agreement); and (iii) all amounts standing to the credit of the Collateral Account other than amounts representing Guarantor Cures, Net Sales Proceeds and Total Loss Proceeds shall be retained in the Collateral Account. (c) all amounts standing to the credit of the Debt Service Reserve Account shall be retained in the Debt Service Reserve Account pending application in accordance with the following provisions: (i) if, following application of amounts pursuant to Section 4.02(a) above on any Payment Date, there is a shortfall in the balance of the Collection Account such that the amounts set out in clause (iv) and (v) of Section 4.02(a) have not been paid in full in respect of such Payment Date (the shortfall in amounts in respect of clause (iv) and (v) of Section 4.02(a) being the “Debt Service Shortfall”), the Borrower shall be entitled to request the withdrawal of an amount equal to the Debt Service Shortfall from the Debt Service Reserve Account, which amount shall be applied directly in payment of the Debt Service Shortfall. Provided no Event of Default has occurred and is continuing or would result from the payment of the Debt Service Shortfall in accordance with this Section 4.02(c), the Security Trustee shall consent to such withdrawal; (ii) if on any date, the balance standing to the credit of the Debt Service Reserve Account exceeds the Debt Service Reserve Account Minimum Balance, the Borrower shall be entitled to request the release of amounts from the Debt Service Reserve Account to the extent that, taking account of such release, no LTV Event would occur and if the balance of the Debt Service Reserve Account would remain not less than the Debt Service Reserve Account Minimum Balance. Provided that the foregoing requirements are satisfied, the Security Trustee shall consent to any such release; and (iii) all amounts standing to the credit of the Debt Service Reserve Account other than amounts released pursuant to the foregoing provisions shall be retained in the Debt Service Reserve Account. (d) Notwithstanding the provisions of Sections 4.02(b) and 4.02(c) above, the Borrower shall be entitled to request that the balance standing to the credit of the Collateral Account and the Debt Service Reserve Account be applied in making Eligible Investments. Provided that (i) any such Eligible Investments are secured in favor of the Security Trustee on substantially the same basis as the balances of such accounts, (ii) no Event of Default has occurred and is continuing and (iii) upon disposal or maturity thereof, the proceeds thereof are returned to the Collateral Account or the Debt Service Reserve Account (as applicable), the Security Trustee shall agree to such a request. Any amounts used to purchase such Eligible Investments (or if less, the value thereof) shall be included within the balance of the Collateral Account or the Debt Service Reserve Account (as applicable) for the purposes of the Secured Debt Documents. (e) In making any determinations and allocations or in giving any consent or authorizations in accordance with Section 4.02, the Security Trustee may conclusively rely upon information supplied by the Borrower and, as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt Documents, the relevant Secured Lien Representative. (f) Notwithstanding any other provision of this Agreement, proceeds of any guarantee granted by the Primary Guarantor in favor of the Security Trustee and/or any Secured Lien Representative which guarantee Secured Obligations in respect of one or more (but not all) Series of Secured Debt, shall be applied in accordance with the application of proceeds provisions of such guarantee.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after After the occurrence and during the continuance of an Event of Default or the acceleration of the Obligations, subject to the GECDFC Intercreditor Agreement, the proceeds of the Collateral and of property of Persons other than the period during which remedies have been initiated Borrower securing the Obligations shall be applied in full or in part by the Senior Facility Agent against to payment of the Obligations in the following order order, unless all Holders otherwise agree in writing or a court of priority competent jurisdiction shall otherwise direct: (but without prejudice i) FIRST, to payment of all costs and expenses of the Agent and the Lenders incurred in connection with the preservation, collection and enforcement of the Obligations, or of any of the Liens granted to the right Agent or the Lenders pursuant to the Collateral Documents or otherwise, including, without limitation, any amounts advanced by the Agent to protect or preserve the Collateral; (ii) SECOND, to payment of accrued and unpaid interest on the Swing Line Loan; (iii) THIRD, to payment of the Senior Lenders, subject to the terms principal of the Intercreditor Agreement, to recover any shortfall from the Borrower):Swing Line Loan; (aiv) firstFOURTH, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, excluding the Swing Line Lender (excluding Commitment Fees covered by clause (bLoan, Swap Related Reimbursement Obligations, Cash Management Obligations and GECDFC Obligations) below), constituting accrued and unpaid interest and fees and indemnities payable under Article 1 hereof and Annex D hereof ratably among the Senior Facility Agent, the Common Security TrusteeLenders and GE Capital in accordance with the proportion which the accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent, each such Lender and GE Capital at such time bears to the Accounts Bankaggregate amount of accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent, or the Intercreditor Agent all Lenders and GE Capital at such time until such interest, fees and indemnities shall be paid in their respective capacities as suchfull; (bv) secondFIFTH, to payment of the principal of the Obligations (excluding the Swing Line Loan, Swap Related Reimbursement Obligations, Cash Management Obligations and GECDFC Obligations), ratably among the Agent, the Lenders and GE Capital in accordance with the proportion which the principal amount of such Obligations owing to the Agent, each such Lender or GE Capital, as applicable, bears to the aggregate principal amount of such Obligations owing to the Agent, all Lenders and GE Capital until such principal of such Obligations shall be paid in full, with that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses Letter of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably Credit Obligations instead being cash collateralized in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agentaccordance with Annex J hereof; (cvi) thirdSIXTH, to the payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agentall Swap Related Reimbursement Obligations; (dvii) fourthSEVENTH, to paymentthe payment of all GECDFC Obligations; (viii) EIGHTH, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenderspayment of all Cash Management Obligations, ratably among the Senior Lenders in accordance with the proportion which the amount of such Cash Management Obligations owing to each such Lender bears to the respective amounts described aggregate principal amount of such Cash Management Obligations owing to all Lenders until such Cash Management Obligations shall be paid in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Accountfull; and (eix) fifthNINTH, to the payment of all other Obligations, ratably among the Lenders in accordance with the proportion which the amount of such other Obligations owing to each such Lender bears to the aggregate principal amount of such other Obligations owing to all Lenders until such other Obligations shall be paid in full; and (x) TENTH, the balance, if any, after all of the Obligations have has been paid indefeasibly satisfied, shall, except as otherwise provided in fullany Loan Document, to be deposited by the Agent in an operating account or accounts of the Borrower with the Agent designated by the Borrower or paid over to such other Person or Persons as otherwise may be required by applicable Government Rulelaw. The Borrower acknowledges and agrees that they shall remain severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the sums referred to in the first through eighth clauses above in respect of its Obligations.

Application of Proceeds. Subject to After the terms exercise of remedies provided for in Section 8.3 (or after the Commitments have automatically terminated and the principal of the Intercreditor AgreementLoans then outstanding, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, have automatically become due and payable under Section 8.2), any moneys amounts received by on account of the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Obligations shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: FIRST, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent incident to the enforcement of any Security Document and amounts payable under Sections 4.3, 4.4, 4.5 or 4.6) payable to the Senior Issuing Banks, Administrative Agent (or to the Swing Line Lender (excluding Commitment Fees covered by clause (btrustee under any Mortgages) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities its capacity as such; (b) second; SECOND, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest) payable to the Lenders and the Issuer (including fees, costs charges and expenses disbursements of counsel to the respective Lenders and the Issuer and amounts payable under Article V (LIBOR and Tax ProvisionsSections 4.3, 4.4, 4.5 or 4.6)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second SECOND payable to them, as certified by the Senior Facility Agent; (c) third; THIRD, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior LendersLoans, unreimbursed disbursements under Letters of Credit and other Obligations, ratably among the Lenders and the Issuer in proportion to the respective amounts described in this clause third THIRD payable to them, as certified by the Senior Facility Agent; (d) fourth; FOURTH, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable Obligations constituting unpaid principal of the Loans, unreimbursed disbursements under Letters of Credit or payments for early termination of Lender Party Hedge Transactions (and any other unpaid amount then due and owing under any Lender Party Hedge Transaction) owed to a Person that is a Lender or an Affiliate of a Lender on the Senior LendersEffective Date or is or was a Lender or an Affiliate of a Lender at the time such Person entered into such Lender Party Hedge Transaction, ratably among the Senior Lenders, Affiliates of Lenders (if applicable), such Person (if applicable) and the Issuer in proportion to the respective amounts described in this clause fourth FOURTH held by them; FIFTH, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuer, to cash collateralization collateralize the aggregate undrawn amount of any all outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountCredit; and (e) fifthand SIXTH, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or other Obligor entitled thereto or as otherwise required by applicable Government Rule.law. Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause FIFTH above shall be applied to satisfy drawings under such Letters of Credit as they

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of (a) If an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Agent’s election, the Agent may, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.5 below) of Collateral realized through the exercise by the Senior Facility Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2 hereof, in payment of the Canadian Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Intercreditor Agreementpayment of any Canadian Obligations in a less favourable order, then the terms of such Permitted Amendment shall govern with respect to recover any shortfall from such Canadian Obligations and the Borrower): (a) firstAgent shall apply such Proceeds in such different order): First, to payment of that portion of the Canadian Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest, Cash Management obligations under Specified Hedge Agreements and Reimbursement Obligations, but including fees, costs legal fees and expenses disbursements payable under the Credit Agreement and amounts payable under Section 2 of counselthis Agreement) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest, Cash Management Obligations, obligations under the Specified Hedge Agreements, Reimbursement Obligations and, to the extent payable under clause First, legal fees and disbursements) payable to the Secured Parties (including fees, costs legal fees and expenses of counsel disbursements payable under the Credit Agreement and amounts payable under Article V (LIBOR and Tax ProvisionsSection 2 of this Agreement)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lendersand LC Disbursements, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of that portion of the Canadian Obligations constituting (ior constituting guarantees of) that unpaid principal amount of the Loans payable and Reimbursement Obligations, and, to the Senior Lendersextent required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of such LC Disbursements comprised of the aggregate undrawn amounts of Letters of Credit, ratably among the Senior Lenders holders of such Canadian Obligations in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent payment of amounts (or constituting guarantees of amounts) then due and (ii) payable under Canadian Obligations constituting Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Canadian Obligations of the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Canadian Loan Parties that are then outstanding, due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAgent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Canadian Obligations owing to the Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Canadian Obligations have been paid in full, to the Borrower relevant Canadian Loan Party or as otherwise required by applicable Government Rulelaw. Notwithstanding the foregoing, amounts received from any Grantor that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Grantor. For the avoidance of doubt, no assets that are described in clauses (8), (13) or (15) of the definition of Excluded Assets shall be used to support any US Borrower Obligations. (b) The Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof. (c) Amounts used to cash collateralize Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Obligations, if any, in the order set forth above and subject to the limitations set forth above. (d) Notwithstanding the foregoing, Canadian Obligations arising in connection with Cash Management Services or under Specified Hedge Agreements shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as the Agent may request, from the applicable Qualified Counterparty or applicable Grantor; provided that in no event shall proceeds of any Collateral of any Grantor that is not an “eligible contract participant” as defined in the Commodity Exchange Act be applied to any Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of DIP Order, the Intercreditor AgreementLenders and the Administrative Agent agree, any moneys received by the Senior Facility Agent from the Common Security Trustee as among such parties, as follows: after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full Default, all amounts collected or in part received by the Senior Facility Administrative Agent against or any Lender on account of amounts then due and outstanding under any of the Obligations Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order of priority (but without prejudice in each case, to the right extent the Administrative Agent has actual knowledge of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): amounts owing or outstanding as described below): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses (pay all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel) payable (including attorneys’ fees to the Senior Issuing Banksextent provided herein) due and owing to the Administrative Agent under the Loan Documents, including in connection with enforcing the Swing Line Lender rights of the Administrative Agent and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause including all expenses of sale or other realization of or in respect of the DIP Collateral and any sums advanced to the Administrative Agent or to preserve its security interest in the DIP Collateral); (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b2) second, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing to each of the Lenders under the Loan Documents, ratably including in proportion to connection with enforcing such Lender’s rights under the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; Loan Documents; (c3) third, to payment of that portion of the Obligations constituting pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (including default interest4) fourth, to pay (on a ratable basis) accrued and unpaid commitment fees on the Commitments pursuant to Section 4.5(b), (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent and the Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee Agreement) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective any Guarantor shall not be paid with amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower received from such Guarantor or as otherwise required by applicable Government Ruleits assets.

Application of Proceeds. Subject Mortgagee (or the receiver, if one is appointed) shall, subject to any applicable Intercreditor Agreement and the terms Master Lease Intercreditor Agreements, promptly apply the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Intercreditor AgreementMortgaged Property, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):unless otherwise required by applicable law: (a) firstFIRST, to the payment of that portion all fees and reasonable and documented out-of-pocket costs and expenses incurred by Mortgagee of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, or otherwise in connection with this Mortgage, any other Loan Document or any of the Obligations constituting feessecured by such Mortgaged Property, including, without limitation (1) receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) all court costs, expenses (and interest owing thereon (if any)3) and any other amounts (including fees, costs the reasonable fees and expenses of Mortgagee’s agents and legal counsel, (4) payable to the Senior Issuing Banksrepayment of all advances made by Mortgagee hereunder or under any other Loan Document on behalf of any applicable Loan Party, (5) any other reasonable costs or expenses incurred in connection with the Swing Line Lender exercise of any right or remedy hereunder or under any applicable Loan Document and (excluding Commitment Fees covered by clause (b6) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchcosts of advertisement; (b) secondSECOND, to the payment of that portion in full of the Obligations constituting feessecured by such Mortgaged Property (the amounts so applied to be distributed among each Series of Secured Parties pro rata based on the respective amounts of such Obligations owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable First Lien Intercreditor Agreement)), costs, expenses with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the Credit Agreement and interest owing thereon (if any)y) and the portion thereof distributed to the Secured Parties of any other amounts (including fees, costs and expenses Series to be further distributed in accordance with the applicable provisions of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent;Other First Lien Agreement governing such Series; and (c) thirdTHIRD, to payment Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that portion in no event shall (x) the proceeds of the Obligations constituting accrued and unpaid interest (including default interest) with respect any collection or sale of any Specified Excluded Collateral be applied to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified relevant Series of Obligations under any Other First Lien Agreement or replacement Credit Agreement that is not secured by the Senior Facility Agent; such Specified Excluded Collateral or (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (iiy) the cash collateralization Mortgaged Property or the proceeds of any outstanding Letters collection or sale of Credit in an amount not any Mortgaged Property of Mortgagor be applied to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as any Excluded Swap Obligations. Unless otherwise required by applicable Government Rulelaw, Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Subject to applicable law, upon any sale of Mortgaged Property by Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any Any moneys received by the Senior Facility Collateral Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and may be held by the period during which remedies have been initiated shall Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied in full or in part by the Senior Facility Collateral Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, Collateral Agent to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counselcounsel and amounts payable under Article IV (Eurodollar Rate and Tax Provisions)) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Agents in their respective capacities as suchsuch ratably among them in proportion to the amounts described in this clause first; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V IV (LIBOR Eurodollar Rate and Tax Provisions)) but excluding principal of and accrued interest on the Loans or any Interest Rate Protection Agreement payable to the Senior LendersLenders and the Interest Rate Protection Providers, ratably among the Lenders and the Interest Rate Protection Providers in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that the portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lendersand Interest Rate Protection Agreement (other than any payments of Swap Termination Value), ratably among the Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that the principal amount of the Loans and any Primary Swap Obligations payable by the Borrower to the Senior LendersLenders and Interest Rate Protection Providers, ratably among the Senior Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Account; and (e) fifthlast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleApplicable Law.

Application of Proceeds. Subject to (a) After the terms exercise of remedies provided for in Section 7.3 or upon the acceleration of the Intercreditor Agreement, any moneys received by time for payment of the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of Obligations following an Event of Default (or after the Loans have automatically become immediately due and payable and the period during which remedies Letter of Credit Outstandings have automatically been initiated required to be Cash Collateralized as set forth in Section 7.1), any amounts received from any Domestic Credit Party, from the liquidation of any Collateral of any Domestic Credit Party, or on account of the Obligations (other than the Canadian Liabilities and the UK Liabilities), shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations (excluding the Other Domestic Liabilities, the Canadian Liabilities and the UK Liabilities) constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Agent and amounts payable under Section 9.4) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations (excluding the Other Domestic Liabilities, the Canadian Liabilities and the UK Liabilities) constituting feesindemnities, costsexpenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) then currently payable to the Domestic Lenders and the Issuing Bank (on account of Domestic Letters of Credit) (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lendersrespective Domestic Lenders and the Issuing Bank on account of Domestic Letters of Credit), ratably among them in proportion to the amounts described in this clause second Second payable to them; Third, as certified to the extent not previously reimbursed by the Senior Facility Agent; (c) thirdDomestic Lenders, to payment to the Domestic Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Domestic Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Swingline Loans made to the Domestic Borrowers have not been refinanced by a Domestic Loan, payment to the Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swingline Loans made to the Domestic Borrowers; Fifth, to the extent that Swingline Loans made to the Domestic Borrowers have not been refinanced by a Domestic Loan, payment to the Swingline Lender of that portion of the Obligations constituting unpaid principal on the Swingline Loans made to the Domestic Borrowers; Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Domestic Loans and other Obligations (other than the Canadian Liabilities and the UK Liabilities), and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees, other than any fees due on account of any Canadian Letter of Credit or UK Letter of Credit), ratably among the Domestic Lenders and the Issuing Bank in proportion to the respective amounts described in this clause third Sixth payable to them, as certified by the Senior Facility Agent; (d) fourth; Seventh, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersDomestic Loans, ratably among the Senior Domestic Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to the Agent for the account of the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit; Ninth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders and the UK Lenders as cash collateral for payment of that portion of the Canadian Liabilities and UK Liabilities (excluding the Other Canadian Liabilities and the Other UK Liabilities) constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Section 9.4) payable to the Agent, in its capacity as such; Tenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities (excluding the Other Canadian Liabilities and the Other UK Liabilities) constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders, the UK Lenders and the Issuing Bank (on account of Canadian Letters of Credit and UK Letters of Credit) (including fees, charges and disbursements of counsel to the respective Canadian Lenders, the UK Lenders and the Issuing Bank on account of Canadian Letters of Credit and UK Letters of Credit) and amounts payable under Section 9.4), ratably among them in proportion to the amounts described in this clause Tenth payable to them; Eleventh, to the extent not previously reimbursed by the Canadian Lenders and the UK Lenders, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders and the UK Lenders as cash collateral to payment to the Canadian Lenders and UK Lenders of that portion of the Canadian Liabilities and UK Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Canadian Lenders and UK Lenders in proportion to the amounts described in this clause Eleventh payable to them; Twelfth, to the extent that Canadian Swingline Loans made to the Canadian Borrower have not been refinanced by a Canadian Loan, payment to the Canadian Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Canadian Swingline Loans made to the Canadian Borrower; Thirteenth, to the extent that Canadian Swingline Loans made to the Canadian Borrower have not been refinanced by a Canadian Loan, payment to the Canadian Swingline Lender of that portion of the Obligations constituting unpaid principal on the Canadian Swingline Loans made to the Canadian Borrower; Fourteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting accrued and unpaid interest on the UK Swingline Loans made to the UK Borrower; Fifteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting unpaid principal on the UK Swingline Loans made to the UK Borrower; Sixteenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities constituting accrued and unpaid interest on the Canadian Loans, UK Loans and other Canadian Liabilities and UK Liabilities, and fees (including Letter of Credit Fees not paid pursuant to clause Sixth above), ratably among the Canadian Lenders, the UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Sixteenth payable to them; Seventeenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities constituting unpaid principal of the Canadian Loans and UK Loans, ratably among the Canadian Lenders, UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Seventeenth held by them; Eighteenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit and UK Letters of Credit; Nineteenth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations for which a claim has been made, but excluding any Other Domestic Liabilities, Other Canadian Liabilities and Other UK Liabilities), ratably among the Lenders in proportion to the respective amounts described in this clause fourth Nineteenth held by them; Twentieth, as certified to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Twentieth held by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not them; Twenty-first, to exceed the aggregate LC Available Amounts payment of all Letters of Credit then outstandingother Obligations arising from Bank Products, payable ratably among the Lenders in proportion to the ▇▇ ▇▇▇▇ Collateral Accountrespective amounts described in this clause Twenty-first held by them; and (e) fifthand Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Domestic Credit Parties or as otherwise required by applicable Government RuleApplicable Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Domestic Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Domestic Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. (a) After the exercise of remedies provided for in Section 7.3 or upon the acceleration of the time for payment of the Obligations following an Event of Default (or after the Loans have automatically become immediately due and payable and the Letter of Credit Outstandings have automatically been required to be Cash Collateralized as set forth in Section 7.1), any amounts received from any Canadian Credit Party, from the liquidation of any Collateral of any Canadian Credit Party, or on account of the Canadian Liabilities, shall be applied by the Agent against the Canadian Liabilities and the UK Liabilities in the following order: First, to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Section 9.4 payable to the Agent, in its capacity as such); Second, to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the Issuing Bank (on account of Canadian Letters of Credit) (including fees, charges and disbursements of counsel to the respective Canadian Lenders and the Issuing Bank on account of Canadian Letters of Credit) and amounts payable under Section 9.4), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Canadian Lenders, to the Agent to be applied to that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Canadian Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Canadian Swingline Loans made to the Canadian Borrower have not been refinanced by a Canadian Loan, payment to the Canadian Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Canadian Swingline Loans made to the Canadian Borrower; Fifth, to the extent that Canadian Swingline Loans made to the Canadian Borrower have not been refinanced by a Canadian Loan, payment to the Canadian Swingline Lender of that portion of the Obligations constituting unpaid principal on the Canadian Swingline Loans made to the Canadian Borrower; Sixth, to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Canadian Loans and other Canadian Liabilities, and fees (including Letter of Credit Fees due on account of Canadian Letters of Credit), ratably among the Canadian Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Sixth payable to them; Seventh, to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Canadian Loans, ratably among the Canadian Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Seventh held by them; Exhibit 10.1 Eighth, to the Agent for the account of the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit; Ninth, to payment of all other Canadian Liabilities (including without limitation the cash collateralization of unliquidated indemnification obligations, but excluding any Other Canadian Liabilities), ratably among the Canadian Lenders in proportion to the respective amounts described in this clause Ninth held by them; Tenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders as cash collateral for payment of that portion of the UK Liabilities (excluding the Other UK Liabilities) constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Section 9.4) payable to the Agent, in its capacity as such; Eleventh, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the UK Liabilities (excluding the Other UK Liabilities) constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the UK Lenders and the Issuing Bank (on account of UK Letters of Credit) (including fees, charges and disbursements of counsel to the respective UK Lenders and the Issuing Bank on account of UK Letters of Credit) and amounts payable under Section 9.4), ratably among them in proportion to the amounts described in this clause Eleventh payable to them; Twelfth, to the extent not previously reimbursed by the UK Lenders, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders as cash collateral to payment to the UK Lenders of that portion of the UK Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the UK Lenders in proportion to the amounts described in this clause Twelfth payable to them; Thirteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting accrued and unpaid interest on the UK Swingline Loans made to the UK Borrower; Fourteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting unpaid principal on the UK Swingline Loans made to the UK Borrower; Fifteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the UK Liabilities constituting accrued and unpaid interest on the UK Loans and other UK Liabilities, and fees (including Letter of Credit Fees), ratably among the UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fifteenth payable to them; Sixteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the UK Liabilities constituting unpaid principal of the UK Loans, ratably among the UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Sixteenth held by them; Seventeenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Lenders and the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of UK Letters of Credit;

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and expenses of counselthe Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause (i) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchthem; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second (ii) payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth (iii) payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate H▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate H▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause (iv) held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible, appropriate adjustments shall be made by the Administrative Agent with respect to the allocation of payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the ratable payment of the Obligations have been paid among the Lenders as contemplated by Section 9.2.4(iv) after taking into account payments made by, or proceeds received from, any Non-Qualifying Party in full, to respect of the Borrower or as otherwise required by applicable Government RuleObligations.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate H▇▇ ▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate H▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.5.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any of the Common Security Trustee after Borrower's property, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject to After the terms exercise of remedies provided for in Section 8.01 (or after the Loans and Reimbursement Obligations have automatically become immediately due and payable as set forth in Section 8.01), any amounts received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lendersshall, subject to the terms provisions of Section 2.18 and 2.16, be applied by the Intercreditor Agreement, to recover any shortfall from Administrative Agent in the Borrower):following order: (a) firstFirst, to the payment that portion of the Obligations constituting costs and expenses, fees, commissions, taxes and other amounts including, without limitation, compensation to the Administrative Agent and Collateral Agent and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and LC Participation Fees) payable to the Lenders and the Issuing Bank (including fees, costs charges and expenses disbursements of counsel) payable counsel to the Senior respective Lenders and the Issuing Banks, Bank arising under the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel Loan Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lendersthereunder, ratably among them in proportion to the respective amounts described in this second clause second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to the payment of that portion of the Obligations constituting accrued and unpaid LC Participation Fees and interest (including default interest) on the Loans, Reimbursement Obligations with respect to outstanding LC Disbursements and other Obligations arising under the Loans payable to the Senior LendersLoan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this third clause third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, the payment of (i) that principal amount portion of the Loans payable Obligations constituting unpaid principal of the Loans, Reimbursement Obligations with respect to the Senior Lendersoutstanding LC Disbursements and Obligations then owing under Hedging Agreements and treasury, depository and cash management agreements, ratably among the Senior Lenders Lenders, Affiliates of Lenders, and the Issuing Bank, in proportion to the respective amounts described in this fourth clause fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Bank, to cash collateralization collateralize that portion of any outstanding Reimbursement Obligations comprised of the aggregate undrawn amount of Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral Accountextent not otherwise cash collateralized by the Borrower pursuant to Section 2.16; and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 8.02, the Loan Parties shall remain jointly and severally liable for any deficiency. Notwithstanding the foregoing, Obligations arising under treasury, depository and cash management agreements and Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Government RuleLenders, Affiliates of Lenders, or Issuing Bank, as the case may be. Each Affiliate of a Lender not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any assets, or any part thereof, or the Common Security Trustee after exercise of any other remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including reasonable attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including reasonable attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate ▇▇ ▇▇▇▇▇ Collateral Accountand Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇ and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under outstanding Letters of Credit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. (a) Subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the Intercreditor Agreementtime, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Administrative Agent’s election, the Administrative Agent may apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.5) of Collateral realized through the exercise by the Senior Facility Administrative Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2 hereof, in payment of the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Intercreditor Agreementpayment of any Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to recover any shortfall from such Obligations and the Borrower): (a) firstAdministrative Agent shall apply such Proceeds in such different order): First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest, but including fees, costs attorneys’ fees payable under the Credit Agreement and expenses amounts payable under Section 2 of counselthis Agreement) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest, and, to the extent payable under clause First, attorneys’ fees) payable to the Secured Parties (including fees, costs and expenses of counsel attorneys’ fees payable under the Credit Agreement and amounts payable under Article V (LIBOR and Tax ProvisionsSection 2 of this Agreement)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior LendersLoans, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, ratably among the Senior Lenders holders of such Obligations in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Obligations of Credit the Loan Parties that are then outstanding, due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rulelaw. (b) The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds in the amount agreed upon by the Administrative Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of If an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Collateral Agent's election, the Collateral Agent may apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.6) constituting Collateral realized through the exercise by the Senior Facility Collateral Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (ai) first, to payment pay interest on and then principal of that any portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and Revolving Facility Loans that the Agents may have advanced on behalf of any other amounts (including fees, costs and expenses of counsel) payable to Lender for which the Senior Issuing Banks, the Swing Line Agents have not then been reimbursed by such Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchBorrower; (bii) second, to payment pay Obligations in respect of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable expense reimbursements or indemnities then due to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility AgentAgents; (ciii) third, to payment pay Obligations in respect of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect any expense reimbursements or indemnities then due to the Loans payable to Lenders and the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility AgentIssuing Banks; (div) fourth, to paymentpay Obligations in respect of any fees then due to the Agents, on a pro rata basisthe Lenders and the Issuing Banks; (v) fifth, of (i) that principal amount to pay interest then due and payable in respect of the Loans payable and Letters of Credit; (vi) sixth, to pay or prepay principal amounts on the Senior Lenders, ratably among the Senior Lenders in proportion Loans and obligations to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding reimburse matured Letters of Credit in an amount not and to exceed provide cash collateral for the aggregate LC Available Amounts undrawn face amount of all Letters of Credit then outstandingoutstanding at such time in the manner described in Section 2.05(j) of the Credit Agreement and to amounts owing with respect to Swap Agreements, payable ratably to the ▇▇ ▇▇▇▇ Collateral Accountaggregate principal amount of such Loans, obligations to reimburse matured Letters of Credit and Obligations owing with respect to Swap Agreements; and (evii) fifthseventh, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the balanceavailable funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, if any, after all based on the proportion of the Agent's and each Lender's or Issuing Bank's interest in the aggregate outstanding Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Revolving Facility Lenders shall be allocated first to repay Swingline Loans until such Loans are repaid in full and then to repay the Revolving Facility Loans. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuing Bank or by any other Person that is not a Lender or Issuing Bank. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders. Any balance of such Proceeds remaining after the Obligations shall have been paid in full, to no letters of credit issued under the Credit Agreement shall be outstanding and the Commitments under the Credit Agreement shall have terminated or expired shall be paid over the Borrower or as otherwise required by applicable Government Ruleto whomsoever may be lawfully entitled to receive the same.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys (i) (a) All payments and proceeds received by the Senior Facility Agent from Lenders under SECTION 9.02 of this Loan Agreement in connection with the Common sale, liquidation or other disposition of (1) the US Collateral held pursuant to the Security Trustee after Agreement #1 and/or any of the occurrence other Security Agreements (other than the Security Agreement #2, which is provided for in SECTION 9.03(i)(b) below) and during (2) the continuance stock held pursuant to the Pledge of an Event of Default and the period during which remedies have been initiated Stock Agreements, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority priority: (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor AgreementA) FIRST, to recover pay any shortfall from the Borrower): (a) first, to payment and all Obligations in respect of that portion of the Obligations constituting any fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable expense reimbursements and/or indemnities then due to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Administrative Agent, the Common Security Trustee, US Collateral Agent and/or any other Indemnified Parties from the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchUS Borrowers; (bB) secondSECOND, to payment pay any and all Obligations in respect of that portion of the Obligations constituting any fees, costs, expenses (expense reimbursements and/or indemnities then due to any and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to all US Lenders from the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility AgentUS Borrowers; (cC) thirdTHIRD, to payment pay any and all interest due in respect of that portion of the Obligations constituting accrued any US Revolving Credit Loans and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agentany US Reimbursement Obligations; (dD) fourthFOURTH, to payment, on a pro rata basis, of (i) that pay or prepay any and all principal amount of the US Revolving Credit Loans payable and US Reimbursement Obligations and to pay (or to the Senior Lendersextent such Obligations are contingent, ratably among prepay or provide cash collateral in respect of) any and all US Letter of Credit Obligations; (E) FIFTH, to pay any and all interest due in respect of any Acquisition/Term Loans; (F) SIXTH, to pay or prepay any and all principal of the Senior Lenders in proportion Acquisition/Term Loans; (G) SEVENTH, to the respective amounts described in this clause fourth held by themratable payment of any and all other non-Swap Obligations, as certified including, without limitation, any and all Obligations owed by the Senior Facility Agent Canadian Borrower to Summit Bank and Mellon US in connection with any Foreign Exchange Contracts and the F/X Line of Credit Facility; (iiH) the cash collateralization EIGHTH, to pay any and all Swap Obligations; (I) NINTH, to pay any and all Obligations in respect of any outstanding Letters fees, costs, expense reimbursements and/or indemnities then due to the Canadian Collateral Agent and/or any other Indemnified Parties from the Canadian Borrower; (J) TENTH, to pay any and all Obligations in respect of any fees, costs, expense reimbursements and/or indemnities then due to any and all Canadian Lenders from the Canadian Borrower; (K) ELEVENTH, to pay any and all interest due in respect of any Canadian Revolving Credit Loans and any Canadian Reimbursement Obligations; (L) TWELFTH, to pay or prepay any and all principal of the Canadian Revolving Credit Loans and Canadian Reimbursement Obligations and to pay (or to the extent such Obligations are contingent, prepay or provide cash collateral in respect of) any and all Canadian Letter of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the ▇▇ ▇▇▇▇ Collateral AccountObligations; and (eM) fifthFINALLY, the balance, if any, after shall be paid to the US Borrowers, or, if otherwise determined by a court of competent jurisdiction, to whomever may be entitled thereto; PROVIDED, HOWEVER, that if sufficient funds are not available to fund all payments to be made in respect of the Obligations have been paid owing by any of the Borrowers described in fullany of the foregoing CLAUSES (A) THROUGH (K), the available funds shall be allocated within the last particular clause for which such funds were available to the Borrower or as otherwise required by applicable Government Rulepayment of such Obligations ratably, based on the proportion of the Administrative Agent's, the US Collateral Agent's, the Canadian Collateral Agent's and each Lender's respective interest in the aggregate outstanding Obligations described in such clause.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by Fourth payable to them; Fifth, as certified by (i) to payment of that portion of the Senior Facility Agent Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) the cash collateralization to Cash Collateralize that portion of any outstanding Letters of Credit in an amount not to exceed Outstanding comprising the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingto the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Sixth held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fifth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fifth; Sixth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the any applicable Customary Intercreditor Agreement, to recover any shortfall from the Borrower):be applied: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article 2) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders2, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; (e) Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the ▇▇ ▇▇▇▇ Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (ef) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor or Parent Entity Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor or Parent Entity Guarantor.