Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:follows (with, in the case of proceeds from a Borrowing Base Guarantor, a corresponding reduction in the Borrowing Base Guarantor Intercompany Loan Account): (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses paragraphs (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms each Lender’s Default Allocation Percentage of the Interest Rate Protection Agreementssuch amounts; and (d) Fourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.039.02, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and any premium thereon, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (e) fifth, any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (df) Fourthsixth, any breakage, termination or other payments under Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon; (g) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank 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 and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent or an Arranger in connection therewiththerewith and all amounts for which the Administrative Agent or such Arranger is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations obligations hereunder (other than the Obligations arising principal and reimbursement obligations hereunder) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the obligations hereunder (including reimbursement obligations) and any breakage, termination or other payments under Secured Hedging Agreements and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Borrower Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Borrower Parties shall remain liable liable, jointly and severally, for any deficiency. Each Borrower Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Arrangers, the Lenders and counterparties to Secured Hedging Agreements, as set forth in this Agreement, including as set forth in this Section 7.02.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement pursuant to Section 2.14 from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, the principal and other amounts constituting amount of the Obligations (other than the excluding Obligations arising under the Interest Rate Protection in respect of Specified Cash Management Agreements), in each case equally any interest and ratably in accordance with the respective amounts thereof then due premium thereon and owing any breakage, termination or other payments under agreements giving rise to Obligations and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsany interest accrued thereon; and (d) Fourth, to the balancepayment in full in cash of the principal amount of the Obligations in respect of Specified Cash Management Agreements, and any interest and premium thereon; and (e) Fifth, the balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, no amount received from any Subsidiary Guarantor shall be applied to any Excluded Swap Obligation of such Subsidiary Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.2, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal, any premium thereon, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (e) fifth, any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing owing; (f) sixth, any breakage, termination or other payments under Cash Management Agreements and (ii) the Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any interest accrued thereon; and (dg) Fourthseventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank 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 and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties, as set forth in this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Cash Management Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank 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 and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and as set forth in this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative 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; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03subsection 12.3, the Loan Credit Parties shall remain liable for any deficiency.. [This space intentionally left blank]

Application of Proceeds. The proceeds (a) Subject to clauses (b) and (c) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) (and all amounts deposited therein or credited thereto), in each case, following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any premium thereon; and (dv) FourthFifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) or as a court of this Section 9.03, the Loan Parties shall remain liable for any deficiencycompetent jurisdiction may direct.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the provisions of Section 11.23, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this AgreementAgreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of principal, interest and other amounts constituting Revolving Obligations (iincluding Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) interestor (h)); (d) Fourth, principal to the extent proceeds remain after the application pursuant to preceding clauses (a) through (c), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than the Obligations arising principal), and any fees, premiums, interest and scheduled periodic payments due under the Interest Rate Protection Agreements)Bank Product Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.owing;

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative 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; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03subsection 12.3, the Loan Credit Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or proceeding under any Debtor Relief Law) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewith, and all amounts for which the Agents or any Receiver are entitled to indemnification or reimbursement pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andrespect to such Obligations; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Hedging Agreements constituting Secured 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 Secured Hedge Provider. Each Secured Hedge Provider 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 and the Collateral Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the applicable Obligations (including Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent or an Arranger in connection therewiththerewith and all amounts for which the Administrative Agent or such Arranger is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations obligations hereunder (other than unpaid principal of the Obligations arising Loans and unreimbursed LC Disbursements) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the unpaid principal of the Loans and unreimbursed LC Disbursements and any breakage, termination or other payments under Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (e) Fifth, to cash collateralize any undrawn Letters of Credit (to the extent not already cash collateralized); and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Borrower Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Borrower Parties shall remain liable liable, jointly and severally, for any deficiency. Each Borrower Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Arrangers, the Lenders and counterparties to Secured Hedging Agreements, as set forth in this Agreement, including as set forth in this Section 7.02. Notwithstanding the foregoing, amounts received from any Borrower Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to Secured Parties that are providers of Secured Hedging Agreements (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clauses third and fourth above from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clauses third and fourth above by Secured Parties that are providers of Secured Hedging Agreement that are the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to clauses third and fourth above).

Application of Proceeds. The All proceeds received collected by the Collateral Administrative Agent in respect of upon any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part of the Collateral (including without limitation any distribution pursuant to the exercise by the a plan of reorganization), including any Collateral Agent consisting of its remedies cash, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (a) First: first, to the payment of all reasonable costs and expensesexpenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, fees, commissions and taxes of such sale, collection foreclosure or realization or otherwise in connection with this Agreement, any other realizationLoan Document or any of the Obligations, including compensation to all court costs and the Collateral Agent fees and expenses of its agents and legal counsel, and the repayment of all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondany other Loan Document; second, to the payment in full of all other reasonable costs and expenses Priority Lien Obligations (including, without limitation, the Cash Collateralization of such sale, collection or other realization, including compensation any undrawn Letters of Credit) (the amounts so applied to be distributed among the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably rata in accordance with the respective amounts thereof then due of the Priority Lien Obligations owed to them on the date of any such distribution) and owing Obligations under Specified Hedge Agreements and Secured Cash Management Agreements; third, to the payment in full of all other Pari Passu Lien Obligations (ii) the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements Secured Parties pro rata in accordance with the terms amounts of the Interest Rate Protection AgreementsPari Passu Lien Obligations owed to them on the date of any such distribution); and (d) Fourth, the balance, if anyfourth, to the person lawfully entitled thereto (including the applicable Loan Party or its Parties, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such proceeds are insufficient non-cash distribution. The Administrative Agent shall have absolute discretion as to pay the time of application of any such proceeds, moneys or balances in full accordance with this Agreement. Upon any sale of Collateral by the items described in clauses Administrative Agent (a) through (c) including pursuant to a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Administrative Agent or of the officer making the sale shall remain liable 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 any deficiencythe misapplication thereof.

Application of Proceeds. The Subject to the Intercreditor Agreements, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies during the continuation of an Event of Default shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, realization and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at therewith and all amounts for which the highest rate then in effect under this Agreement from and after Collateral Agent is entitled to indemnification pursuant to the date such amount is due, owing or unpaid until paid in fullprovisions of any Credit Document; (b) Second, in the order, and to the payment amounts, specified in clauses (i) through (iv) of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 fullSection 5.03(d); (c) Third, without duplication to repay all outstanding principal of amounts applied pursuant Swingline Loans; (d) Fourth, to clauses pay all outstanding principal of Revolving Loans (awhether or not due and payable); (e) Fifth, to pay an amount to the Administrative Agent equal to 105% of the Stated Amount of outstanding Letters of Credit on such date, to be held in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; (bf) aboveSixth, to the indefeasible payment in full in cash(on a ratable basis) of all other outstanding Obligations then due and payable to the Administrative Agent, pro ratathe Collateral Agent and the Lenders under any of the Credit Documents; (g) Seventh, to the payment of (i) interest, principal all amounts due and other amounts constituting Obligations (other than the Obligations arising payable under the Interest Rate Protection Agreements)ABL Secured Cash Management Agreements and ABL Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsowing; and (dh) FourthEighth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) First through (c) Seventh of this Section 9.0311.03, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), all proceeds received by the Collateral Agent in the event that an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01 and in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsagainst the Obligations in the following order of priority: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document (in its capacity as the Collateral Agent and not as a Lender), together with interest on each such amount at the highest rate then in effect under this Agreement Default Rate from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection AgreementsHedging Obligations), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Hedging Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsthereof; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The 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 pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as applicable, of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Administrative Agent or the Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses paragraphs (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms each Lender’s Default Allocation Percentage of the Interest Rate Protection Agreementssuch amounts; and (d) Fourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.039.05, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the Second Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Agent Lender in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent Lender of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Lender pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent Lender as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Lender and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Lender in connection therewiththerewith and all amounts for which Lender is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses clause (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing owing, in any order or priority for all such interest and other amounts constituting Obligations determined by Lender in its sole discretion; (iic) Third, to the payment in full in cash of the principal amount of the Obligations, in any order or priority for all such principal amount of the Obligations arising under the Interest Rate Protection Agreements determined by Lender in accordance with the terms of the Interest Rate Protection Agreements; andits sole discretion; (d) Fourth, to the remaining Obligations then due and owing, in any order or priority for all such remaining Obligations determined by Lender in its sole discretion; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds (a) Subject to clause (b) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement; (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral)following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes Taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Bank Parties 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; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other similar amounts constituting Obligations (other than principal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Secured CA Hedging Agreements and Secured CA Cash Management Agreements to the extent constituting Obligations arising under the Interest Rate Protection Agreementsand any interest accrued thereon (excluding any breakage, termination or other payments thereunder), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations arising (including reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon and any breakage, termination or other payments under Secured CA Hedging Agreement or Secured CA Cash Management Agreements to the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsextent constituting Obligations and any interest accrued thereon; and (dv) FourthFifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) or as a court of this Section 9.03, the Loan Parties shall remain liable for any deficiencycompetent jurisdiction may direct.

Application of Proceeds. The proceeds After the occurrence and during the continuance of an Event of Default, except as expressly provided elsewhere in this Agreement, all payments received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all (or any part of the Collateral pursuant to the exercise by the Collateral Agent Lender as a result of its exercise of remedies permitted under Section 10.4) shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreementin full or in part, promptly by against the Collateral Agent as follows: (a) FirstObligations in the following order of priority: first, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashcash of that portion of the Obligations constituting fees, pro rataindemnities, of (i) interest, principal expenses and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)payable to Administrative Agent in its capacity as such and each Issuing Bank in its capacity as such, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) owing; second, after payment in full in cash of the amounts described in the foregoing clause first, to the payment of that portion of the Obligations arising constituting fees, indemnities and other amounts (other than principal and interest) payable to Lenders under the Interest Rate Protection Agreements Credit Documents, in each case equally and ratably in accordance with the terms respective amounts thereof then due and owing; third, after payment of the Interest Rate Protection Agreementsamounts described in the foregoing clauses first and second, to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement Obligations with respect to Letters of Credit and obligations to Cash collateralize Letters of Credit) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; and fourth, after payment of the amounts described in the foregoing clauses first, second and third, to the payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (d) Fourthincluding reimbursement Obligations with respect to Letters of Credit and obligations to Cash collateralize Letters of Credit); and fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds payments received by Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 10.4) are insufficient to pay in full the items described in clauses (a) first through (c) fifth of this Section 9.038.2, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of (x) the Obligations and any premium thereon, (y) any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon and (z) Cash Collateral required to be deposited but no so deposited, to the Administrative Agent to be held by it until the Letter of Credit Usage shall have been reduced to zero (and thereafter to be applied in accordance with clauses (x) and (y) of this clause Fourth); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal premium and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Swap Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.2, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The From and during the continuance of any Event of Default, any monies or Property (excluding the Target Property or monies arising from the Target Property or identifiable proceeds of the Tranche B Loans) actually received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than Tranche B Obligations and the Obligations arising under principal amount of the Interest Rate Protection Agreements)Loans) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (excluding Tranche B Obligations); and (e) Fifth, unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of Tranche B Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing; (f) Sixth, unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), to the payment in full in cash, pro rata, of the principal amount of Tranche B Loans; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (cf) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. From and during the continuance of any Event of Default, any identifiable proceeds of the Tranche B Loans, or any Target Property or monies arising from the Target Property actually received by Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of the Tranche B Loans) and any fees, premiums and any interest accrued on the Tranche B Loans, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of Tranche B Obligations; and (e) Fifth, to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal on the Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing; (f) Sixth, to the payment in full in cash, pro rata, of principal amount of the Loans and any premium thereon and any interest accrued thereon; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (f) of this Section 7.6, the Credit Parties shall remain liable, jointly and severally, for any deficiency.”

Application of Proceeds. The Upon the occurrence and during the continuance of an Event of Default, any proceeds of any Collateral, when received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to Secured Parties in cash or its equivalent, will be applied in reduction of the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums applicable Secured Obligations then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent due and payable as follows: (a) FirstFIRST, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including without limitation reasonable attorneys' fees, commissions and taxes ) of such sale, collection or other realization, including compensation to the Collateral Agent or an applicable Secured Party in connection with enforcing the rights of the applicable Secured Parties under this Security Agreement and its agents and counsel, and all expenses, liabilities and any protective advances made or incurred by the 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 fullan applicable Secured Party; (b) SecondSECOND, to the payment of all other reasonable costs expenses then due and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred payable by the other Secured Parties Obligors under the Documents or otherwise in connection therewithwith the Secured Obligations, 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 fullpro rata as set forth below; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveTHIRD, to the indefeasible payment of all indemnity obligations then due and payable by the Obligors under the Documents or otherwise in full in cashconnection with the Secured Obligations, pro ratarata as set forth below; (d) FOURTH, to the payment of (i) interestall fees of the Administrative Agent and (ii) all fees of SunTrust and Toronto Dominion, principal and other amounts constituting Obligations (other than if any, that are in the Obligations arising under the Interest Rate Protection Agreements)nature of administrative agent's fees, in each case equally and ratably in accordance with the respective amounts thereof that are then due and owing payable under the Documents or otherwise in connection with the Secured Obligations, pro rata as set forth below; (e) FIFTH, to the payment of all commitment and other fees and commissions then due and payable under the Documents or otherwise in connection with the Secured Obligations, pro rata as set forth below; (iif) SIXTH, to the payment of all accrued and unpaid interest then due and payable under the Documents or otherwise in connection with the Secured Obligations (including without limitation any accrued and unpaid interest on obligations arising under any Hedging Agreements between any Obligor and any Lender, or any Affiliate of a Lender), pro rata as set forth below; (g) SEVENTH, to the Interest Rate Protection Agreements in accordance with the terms payment of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations then due and payable and to the cash collateral account described in Section 11.2(b) of the Credit Agreement to the extent of any L/C Obligations then outstanding (including without limitation the termination value or other payment obligations (not constituting interest or fees) arising under any Hedging Agreements between any Obligor and any Lender, or any Affiliate of a Lender), pro rata as set forth below; (h) EIGHTH, to all other obligations which shall have become due and payable under the applicable Documents and not repaid pursuant to clauses "FIRST" through "SEVENTH" above, pro rata as set forth below; and (di) FourthNINTH, to the balancepayment of the surplus, if any, to the person whomever may be lawfully entitled thereto to receive such surplus. In carrying out the foregoing, (including i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the applicable Loan Secured Parties shall receive an amount equal to its pro rata share of amounts available to be applied above (based on the proportion that the then outstanding obligations owed by the Obligors to such Secured Party or its successors or assignsunder the Documents bears to the aggregate outstanding obligations of the Obligors to the applicable Secured Parties under the Documents). In ; and (iii) to the event extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to L/C Obligations then outstanding under the Credit Agreement, such proceeds are insufficient amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to pay in full reimburse the items Issuing Lender and/or the Lenders under the Credit Agreement from time to time for any drawings under Letters of Credit and (y) then, following the expiration of all such L/C Obligations, without duplication, to all other obligations of the types described in clauses clause "SEVENTH" above; provided that the aggregate amount distributable to a Secured Party (aor to its representative on its behalf) through (c) on a given distribution date shall not exceed the aggregate amount of this Section 9.03Secured Obligations which are then due and payable to such Secured Party. Each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Collateral Agent's sole discretion, notwithstanding any entry to the Loan Parties shall remain liable for contrary upon any deficiencyof its books and records.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationreali- zation including, including without limitation, compensation to the Collateral Administra- tive Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection connec- tion 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; SECOND, to the payment of all other reasonable costs and expenses ex- penses of such sale, collection or other realizationrealization including, including with- out limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together to- gether 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; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting con- stituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance accor- dance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03sub- section 12.3, the Loan Credit Parties shall remain liable for any deficiency.defi- ciency. [This space intentionally left blank]

Application of Proceeds. The Subject to the provisions of the Intercreditor Agreement, the proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Administrative Agent of its remedies following the occurrence and during the continuance of an Event of Default, shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, to the indefeasible payment in full in cash of interest in respect of all Protective Advances; (d) Fourth, to the indefeasible payment in full in cash of the principal amount of all Protective Advances; (e) Fifth, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations, Bank Product Obligations arising under the Interest Rate Protection Agreementsand Obligations owed to Defaulting Lenders), in each case case, equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iif) Sixth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations arising under (including Reimbursement Obligations but other than Bank Product Obligations and Obligations owed to Defaulting Lenders); (g) Seventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Interest Rate Protection Agreements Bank Product Providers on account of all amounts then due and payable in accordance respect of Bank Product Obligations, with any balance to be paid to the terms Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Interest Rate Protection AgreementsBank Product Providers, as cash collateral); (h) Eighth, ratably to pay any Obligations owed to Defaulting Lenders; and (di) FourthNinth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Loan Party or on account of any Collateral owned by a Loan Party or, without limiting the Collateral Agent foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by the Collateral Agent of its remedies Collateral, shall be applied, together with any other sums then held by applied in the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (a) FirstFIRST, ratably to pay the Obligations in respect of any Credit Party Expenses, indemnities and other amounts then due to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 Agents until paid in fullfull (other than contingent obligations); (b) SecondSECOND, ratably to pay any Credit Party Expenses and indemnities, and to pay any fees then due to the payment of all other reasonable costs and expenses of such saleLenders, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) ThirdTHIRD, without duplication ratably to pay interest accrued in respect of amounts applied pursuant the Obligations until paid in full; (d) FOURTH, to clauses pay principal due in respect of the Swingline Loans until paid in full; (ae) and FIFTH, ratably to pay principal due in respect of the Revolving Credit Loans until paid in full; (bf) aboveSIXTH, to the indefeasible payment Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as cash collateral in full an amount up to 103% of the then Stated Amount of Letters of Credit until paid in cashfull; (g) SEVENTH, pro rata, of (i) interest, principal and other amounts constituting ratably to pay outstanding Obligations (other than to the extent such Obligations arising are secured hereunder and under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with other Loan Documents at the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms option of the Interest Rate Protection AgreementsLead Borrower) with respect to any Designated Hedge Agreement and Cash Management Services furnished to any Loan Party; (h) EIGHTH, ratably to pay any other outstanding Obligations (including any outstanding Other Liabilities); and (di) Fourth, the balance, if anyNINTH, to the person lawfully Lead Borrower or such other Person entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyunder Applicable Law.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all of the Collateral Agent’s and its agents’ and counsel’s reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all of the other Secured Parties’ and their agents’ and counsel’s reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel realization and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Borrowers or its any of them or their successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Parties Borrowers shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), Hedging Agreements and the principal amount of Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Hedging Agreements; and; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of Reimbursement Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain jointly and severally liable for any deficiency.

Application of Proceeds. The During the continuance of an Amortization Event, the Administrative Agent (acting at the direction of the Requisite Lenders) may apply any and all payments received, all funds from time to time on deposit in the Collection Account, and all proceeds received by the Collateral Administrative Agent or the Lenders in respect of any sale ofBorrower Obligations, collection from in accordance with clauses (i) through (v) below. Notwithstanding any provision herein to the contrary, all amounts collected or other realization upon all received by the Administrative Agent or any part of the Collateral pursuant to Lenders after any or all of the exercise by the Collateral Agent Borrower Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of its remedies Collateral, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (ai) Firstfirst, to the Administrative Agent, in payment of Fees and expenses to the extent payable or reimbursable by the Borrower under the Transaction Documents; (ii) second, to payment of all reasonable costs accrued unpaid interest (including Default Interest) on the Advances and expensesother Borrower Obligations, fees, commissions and taxes of in such sale, collection or other realization, including compensation to order as the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount (acting at the highest rate then in effect under this Agreement from and after direction of the date such amount is due, owing or unpaid until paid in fullRequisite Lenders) may determine; (biii) Secondthird, to payment of the outstanding principal of the Advances, in such order as Administrative Agent (acting at the direction of the Requisite Lenders) may determine; (iv) fourth, to payment of any other amounts owing constituting Borrower Obligations; (v) fifth, to the payment of all other reasonable costs Master Servicer to pay accrued and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof Servicing Fees that are then due and owing and (ii) to the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsMaster Servicer; and (dvi) Fourthsixth, any remainder shall be for the balanceaccount of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, if any, amounts received shall be applied in the numerical order provided until exhausted prior to the person lawfully entitled thereto (including application to the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencynext succeeding category.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, any Pari Intercreditor Agreement and any applicable Other Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment to the Secured Parties of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to any of the preceding clauses (a) and (b) aboveof this Section 8.02, to the indefeasible payment in full in cash, pro rata, of (i) that portion of the Secured Obligations constituting interest, principal fees, indemnities and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal and any premium thereon), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms fourth, without duplication of amounts applied pursuant to any of the Interest Rate Protection Agreementspreceding clauses of this Section 8.02, to the payment in full in cash, pro rata, of the principal amount of the Secured Obligations and any premium thereon (including pursuant to Section 2.10(j)) payable to the Lenders; (e) fifth, to the payment of all other Secured Obligations that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective amounts of all such Secured Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date; (f) [reserved]; and (dg) Fourthsixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentence of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. Section 8.03 [Reserved].

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations with respect thereto); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the Second Lien Secured Parties, as set forth in this Agreement and the Intercreditor Agreement, including as set forth in this Section 9.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations in respect of the Credit Facilities (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and obligations to Cash Collateralize Letters of Credit) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) or (c) of the definition of Secured Obligations then due and owing and the principal amount of the Obligations in respect of the Credit Facilities (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), pro rata; (e) Fifth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (f) Sixth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any breakage, termination or other payments under Hedging Agreements constituting Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the First Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies remedies, or from any Mortgagee’s Insurance required pursuant to Section 5.04, shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this AgreementAgreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest constituting Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (iit being agreed that, for purposes of applying this clause (c), all interest will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) interestor (h)); (d) Fourth, without duplication of amounts applied pursuant to clauses (a) through (c) above, to the indefeasible payment in full in cash, pro rata, of principal and other amounts constituting Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (d), all amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (e) Fifth, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (d), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Secured Obligations (other than the Obligations arising principal), and any fees, premiums, interest and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iif) Sixth, to the Obligations arising under extent proceeds remain after the Interest Rate Protection Agreements application pursuant to preceding clauses (a) through (e), to the indefeasible payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreements; andprincipal amount of the Secured Obligations (including principal on any Secured Hedging Obligations then due and owing); (dg) FourthSeventh, to the indefeasible payment in full in cash, pro rata, to any other Secured Obligations then due and owing with any balance to be paid to the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral; (h) Eighth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct; provided, that in each case, for the avoidance of doubt, in no event shall the proceeds of any Collateral pledged by a Guarantor or any payment made by a Guarantor be applied to payment of any Excluded Swap Obligations of such Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ch) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Loan Party or on account of any Collateral owned by a Loan Party or, without limiting the Collateral Agent foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by the Collateral Agent of its remedies Collateral, shall be applied, together with any other sums then held by applied in the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (a) FirstFIRST, ratably to pay the Obligations in respect of any Credit Party Expenses, indemnities and other amounts then due to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 Agents until paid in fullfull (other than contingent obligations); (b) SecondSECOND, ratably to pay any Credit Party Expenses and indemnities, and to pay any fees then due to the payment of all other reasonable costs and expenses of such saleLenders, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) ThirdTHIRD, without duplication ratably to pay interest accrued in respect of amounts applied pursuant the Obligations until paid in full; (d) FOURTH, to clauses pay principal due in respect of the Swingline Loans until paid in full; (ae) and FIFTH, ratably to pay principal due in respect of the Revolving Credit Loans until paid in full; (bf) aboveSIXTH, to the indefeasible payment Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as cash collateral in full an amount up to 103% of the then Stated Amount of Letters of Credit until paid in cashfull; (g) SEVENTH, pro rata, of (i) interest, principal and other amounts constituting ratably to pay outstanding Obligations (other than to the extent such Obligations arising are secured hereunder and under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with other Loan Documents at the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms option of the Interest Rate Protection AgreementsLead Borrower) with respect to any Designated Hedge Agreement and Cash Management Services furnished to any Loan Party by the Agents; (h) EIGHTH, ratably to pay any other outstanding Obligations (including any outstanding Other Liabilities); and (di) Fourth, the balance, if anyNINTH, to the person lawfully Lead Borrower or such other Person entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyunder Applicable Law.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (including Reimbursement Obligations) (other than the principal and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, in accordance with the terms of the Loan Documents, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations in respect of the Credit Facility (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations in respect of the Credit Facility; (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, the proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent or the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement and the other Loan Documents, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable indemnities, costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents in connection therewiththerewith and all amounts for which the Agents are entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable indemnities, costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), any interest due in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms respect of the Interest Rate Protection Agreements; andOveradvances and Protective Advances; (d) Fourth, to the payment in full in cash of the principal of the Overadvances and Protective Advances; (e) Fifth, to the payment in full in cash of any interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably; (f) Sixth, to the payment in full in cash of the principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements ratably; (g) Seventh, to the payment of an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations; (h) Eight, to the payment in full in cash of any amounts owing with respect to Treasury Services Agreement up to and including the amount most recently provided to the Administrative Agent; (i) Ninth, to the payment in full in cash of any amounts owing with respect to any Specified Hedging Obligations on a pro rata basis; (j) Tenth, to the payment in full in cash of any other Obligation due to any Agent or any Lender by the Borrower; and (k) Eleventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewiththerewith and all amounts for which the Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding any other provision of this Agreement, after application pursuant to clauses (a) and (b) of this Section 8.03, any remaining proceeds of any of the 525 Collateral Accounts shall be applied to the indefeasible payment in full in cash, pro rata of the principal amount of any outstanding Canadian Term Loans which were not prepaid with amounts in such accounts as a result of Section 2.10(h)(vi) and any accrued and unpaid interest thereon, and thereafter, any remaining proceeds of the 525 Collateral Accounts shall be applied in the priority set forth in clauses (c) through (e) of this Section 8.03.

Application of Proceeds. The proceeds received by the Upon receipt from any Collateral Agent in respect of the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part Collateral, including any Collateral consisting of the Collateral pursuant to cash, following the exercise by of remedies provided for in Article VII (or after the Collateral Loans have automatically become due and payable as set forth in Article VII), the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent apply such proceeds as follows: (a) FirstFIRST, to the payment of all reasonable costs and expensesexpenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, fees, commissions and taxes of such sale, collection foreclosure or realization or otherwise in connection with this Agreement or any other realizationLoan Document, including compensation to all court costs and the Collateral Agent fees and expenses of its agents and legal counsel, and the repayment of all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullany other Loan Document; (b) SecondSECOND, to the payment in full of all other reasonable costs Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and expenses the Issuing Banks pro rata in accordance with the amounts of such sale, collection or other realization, including compensation Unfunded Advances/Participations owed to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest them on each such amount at the highest rate then in effect under this Agreement from and after the date of any such amount is due, owing or unpaid until paid in full;distribution); and (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveTHIRD, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and all other amounts constituting Bank Obligations (other than the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements), in each case equally and ratably Bank Secured Parties pro rata in accordance with the respective amounts thereof then due and owing and (ii) of the Bank Obligations arising under owed to them on the Interest Rate Protection Agreements date of any such distribution). The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyAgreement.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realization, including including, without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the the (c) highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (cd) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under Related Hedging Obligations) owing to the Interest Rate Protection Agreements)Secured Parties, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Related Hedging Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection applicable Hedging Agreements; and (de) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Agent, the Co-Collateral Agent Agents and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Agent or the Co-Collateral Agent Agents in connection therewiththerewith and all amounts for which Agent or the Co-Collateral Agents are entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, to the indefeasible payment in full in cash, pro rata, of interest in respect of all Protective Advances and Overadvances; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of all Protective Advances and Overadvances; (e) Fifth, without duplication of amounts applied pursuant to clauses (a) and through (bd) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Secured Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreementsand obligations to Cash Collateralize Letters of Credit, Bank Product Obligations and Obligations owed to Defaulting Lenders), in each case case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (e), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (f) Sixth, to the terms indefeasible payment in full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations (including Reimbursement Obligations, obligations to Cash Collateralize Letters of Credit and any Bank Product Obligations then due and owing to the extent of Reserves then maintained by the Agent and the Co-Collateral Agents with respect thereto (but excluding Bank Product Obligations that are not then covered by such Reserves and Obligations owed to Defaulting Lenders)); (g) Seventh, to pay any other Secured Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations that were not paid pursuant to clause (f) immediately above, with any balance to be paid to the Agent, to be held by the Agent, for the ratable benefit of the Bank Product Providers, as cash collateral); (h) Eighth, ratably to pay any Secured Obligations owed to Defaulting Lenders; and (di) FourthNinth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewiththerewith and all amounts for which the Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than principal and Reimbursement Obligations) including Overadvances (other than obligations of the Obligations arising under type described in clause (b) in the Interest Rate Protection Agreementsdefinition of “Secured Obligations”), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including the cash collateralization of 197 any Reimbursement Obligations pursuant to Section 2.18(i) (other than obligations of the type described in clause (b) in the definition of “Secured Obligations”); and (e) Fifth, to the indefeasible payment in full in cash, pro rata, of obligations of the type described in clause (b) in the definition of “Secured Obligations” including, but not limited to, obligations arising under Treasury Services Agreements constituting Secured Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the provisions of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of relating to such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.3, the Loan Parties Company and the Subsidiary Guarantors party to the applicable Credit Documents shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The After the exercise of remedies provided for in Section 12(b) (or after the Note Obligations have automatically become immediately due and payable as set forth in Section 12(b)(i)), including in any proceeding under any Debtor Relief Law, any amounts received on account of the Note Obligations (whether as a result of a payment under a guarantee, any realization on the Collateral, any set-off rights, any distribution in connection with any proceeding under any Debtor Relief Law or otherwise and whether received in cash or otherwise, including all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of the Collateral pursuant to but excluding the exercise payment of current interest or interest paid as a form of adequate protection in any proceeding under any Debtor Relief Law) shall be applied by the Collateral Agent Agent, subject to any Intercreditor Agreement then in effect, in the following order: First, to payment of its remedies shall be appliedthat portion of the Note Obligations constituting fees, together with any indemnities, expenses and other sums then held by amounts payable to the Collateral Agent pursuant to this Agreementand the Holder Representative, promptly by the Collateral Agent as follows: (a) Firstapplicable, in its capacities as such; Second, to the payment of all reasonable costs that portion of the Note Obligations constituting fees and expenses, fees, commissions indemnities (other than unasserted contingent indemnification obligations) and taxes of such sale, collection or other realization, including compensation amounts (other than principal and interest) payable to the Collateral Agent and its agents and counselholders of Notes, and all expenses, liabilities and advances made or incurred by ratably among them in proportion to the Collateral Agent respective amounts described in connection therewiththis clause Second payable to them, together with interest on each such amount at the highest rate then in effect under this Agreement the Note Documents from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) FirstFIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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) SecondSECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties 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; (c) ThirdTHIRD, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rataPRO RATA, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) FOURTH, to the Obligations arising under the Interest Rate Protection Agreements indefeasible payment in accordance with the terms full in cash, PRO RATA, of principal amount of the Interest Rate Protection Agreementsapplicable Obligations (including Reimbursement Obligations); and (de) FourthFIFTH, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section SECTION 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashfull, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the and any fees, premiums and scheduled periodic payments due under Swap Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Swap Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent or the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent or the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than interest due in respect of the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations in respect of the Credit Facilities; (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.038.04, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and contingent indemnification obligations) under this Agreement and the Obligations arising under the Interest Rate Protection Agreements), other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including contingent indemnification obligations due or claimed with respect thereto); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.06, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds (a) Subject to clauses (b) and (c) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee, the Collateral Agent or any L/C Issuer from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee, the Collateral Agent or any L/C Issuer from any Credit Party (or from proceeds of any Collateral), in each case following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent Agent, the L/C Issuers and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent, the Collateral Agent and the L/C Issuers in connection therewiththerewith and all amounts for which the Administrative Agent, the Collateral Agent and the L/C Issuers are entitled to indemnification pursuant to the provisions of any Credit Document, 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; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other similar amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations arising under the Interest Rate Protection Agreements (including reimbursement obligations in accordance with the terms respect of the Interest Rate Protection AgreementsLetters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon; and (dv) FourthFifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) or as a court of this Section 9.03, the Loan Parties shall remain liable for any deficiencycompetent jurisdiction may direct.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The 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 pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as applicable, of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Administrative Agent or the Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses paragraphs (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Secured Party's Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsexcluding any Hedging Obligation), equally and ratably in accordance with each case Secured Party's Default Allocation Percentage of such amounts; (d) Fourth, to the indefeasible payment in full in cash, of interest, principal and other amounts constituting Hedging Obligations equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms owed to each of the Interest Rate Protection Agreementsapplicable counterparties; and (de) FourthFifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal and any premium thereon), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the Obligations arising under the Interest Rate Protection Agreements payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Obligations; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification (for losses actually suffered) pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent (i) pursuant to the Intercreditor Agreement or (ii) in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies and not required to be turned over to the First Lien Administrative Agent pursuant to the Intercreditor Agreement, in each case, shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) Firstfirst, to the payment or reimbursement of the Administrative Agent for all reasonable costs and costs, expenses, fees, commissions disbursements and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or losses incurred by the Collateral Administrative Agent in connection therewithand which any Loan Party is required to pay or reimburse pursuant to the Loan Documents, 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) Secondsecond, to the payment or reimbursement of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and Lenders for all costs, liabilities expenses, disbursements and advances made or losses incurred by such Persons and which any Loan Party is required to pay or reimburse pursuant to the other Secured Parties in connection therewithLoan Documents, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment in full in cashof interest on the Loans which is then due; (d) fourth, pro rata, to the payment of (i) interest, principal and other amounts constituting Obligations (other than of the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof Loans which is then due and owing and (ii) to the Obligations arising under payment or prepayment to the Interest Rate Protection Agreements in accordance with the terms Lenders of the Interest Rate Protection Agreementsall other Obligations; and (de) Fourth, the balance, if anyfifth, to the person lawfully whomsoever shall be legally entitled thereto (including the applicable Loan Party or its successors or assigns)thereto. In the event that any such proceeds are insufficient to pay in full the items described in clauses any clause (a) through (ce) of this Section 9.039.3, the available proceeds for such items in such clause shall be applied ratably to the unpaid items in such clause and the Loan Parties shall remain liable in accordance with the Loan Documents for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Administrative Agent and the Lenders as set forth in this Agreement, including as set forth in this Section 9.3.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Creditors and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties Creditors in connection therewith, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party Obligor or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.0312.03, the Loan Parties Obligors shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds (a) Subject to clauses (b) and (c) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) (and all amounts deposited therein or credited thereto), in each case, following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (div) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay payment in full in cash, pro rata, of principal amount of the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for Obligations and any deficiency.premium thereon; and

Application of Proceeds. The proceeds All amounts received by or on behalf of the Collateral Agent in respect or any other Secured Party (i) pursuant to Section 2.05 of the Security Agreement, (ii) consisting of the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization (in connection with the exercise of remedies or following an Event of Default under Section 7.01 (g) or (h)) upon all any Collateral, including any Collateral consisting of cash, or any part following the acceleration or maturity of the Collateral pursuant to the exercise by the Collateral Agent Obligations and (iii) following an Event of its remedies Default under Section (g) or (h), shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection expenses incurred by the Administrative Agent or other realization, including compensation to the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and counsellegal counsel (subject to the limitations set forth in Section 9.05), and the repayment of all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from any other Loan Document and after all indemnification and reimbursement obligations owing to the date such amount is due, owing Administrative Agent or unpaid until paid in fullthe Collateral Agent under any Loan Document; (b) Second, to the payment in full of all other reasonable costs and expenses of such sale, collection or other realization, including compensation First Out Obligations (the amounts so applied to be distributed among the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by pro rata in accordance with the other Secured Parties in connection therewith, together with interest amounts of the First Out Obligations owed to them on each such amount at the highest rate then in effect under this Agreement from and after the date of any such amount is due, owing or unpaid until paid in fulldistribution); (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and all other amounts constituting Last Out Obligations (other than the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements), in each case equally and ratably Secured Parties pro rata in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsLast Out Obligations owed to them on the date of any such distribution); and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its Parties, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement and the other Loan Documents. Upon any sale of Collateral by the Collateral Agent (including pursuant to pay 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 full any way for the items described misapplication thereof. Notwithstanding the foregoing, upon delivery by the Required First Out Lenders (as defined in clauses (a) through (cthe Agreement Among Lenders) of this Section 9.03written notice to Administrative Agent and Last Out Lender Representative (as defined in the Agreement Among Lenders) of their election to modify the above application of payments and proceeds of Collateral, the Loan Parties all payments and all proceeds of Collateral received by Administrative Agent or any other Secured Party (at such time as such Collateral has been monetized) shall remain liable for any deficiency.be applied as follows:

Application of Proceeds. The All cash proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Collateral pursuant to may, in the exercise by discretion of the Collateral Agent of its remedies shall Administrative Agent, be applied, together with any other sums then held by the Collateral Administrative Agent as additional collateral security for, or then or at any time thereafter be applied (after payment of any amounts payable to the Administrative Agent pursuant to this Agreement, promptly Section 10.3 of the Credit Agreement and Section 6.5) in whole or in part by the Collateral Administrative Agent against, all or any part of the Secured Obligations as follows: : (ai) Firstfirst, to the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the retaking, holding, preparing for sale, selling or other disposition of the Collateral, including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel; (ii) second, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party Secured Obligations or its successors or assigns). In in the event that any such proceeds are insufficient to pay in full the items Secured Obligations, equally and ratably in accordance with each Lender's respective amounts owing to it under or pursuant to the Credit Agreement or any other Loan Document, or under or pursuant to any Hedging Obligation included in the Secured Obligations (as to each Lender, applied first to fees and expense reimbursements then due to such Lender, then to interest due to such Lender, then to pay or prepay principal of the Loans owing to, or to reduce the "credit exposure" of, such Lender under such Hedging Obligation, as the case may be, then to pay (or cash collateralize) the remaining Secured Obligations); (iii) third, without duplication of any amounts paid pursuant to clause (ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 10.4 of the Credit Agreement; and (iv) fourth, to the Pledgor, or its successors and assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining. For purposes of this Agreement, the "credit exposure" at any time of any Lender with respect to a Hedging Obligation to which such Lender is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Hedging Obligation. The Pledgor shall remain liable to the Lenders for any deficiency. If the Administrative Agent has funds available to apply to a portion of, but not all of, one of the amounts described in clauses (ai) through (civ) of this Section 9.03above, then the Loan Parties Administrative Agent shall remain liable for apply such funds to the applicable parties in proportion to the amounts to which such parties would have been entitled if the entire amount described in any deficiencysuch clause had been available.

Application of Proceeds. The Subject to any Permitted Revolving Credit FacilityAcceptable Intercreditor Agreement, theat any time after the exercise of remedies hereunder or under any other Loan Document by any Agent (or after the Loans (or any portion thereof) or any other Obligations have automatically become due and payable in accordance with Section 8.01), any amounts received on account of the Obligations (including any proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon upon, all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies remediesor any payments or other distributions made in any insolvency or liquidation proceedings) shall be applied, in full or in part, together with any other sums then held by the Administrative Agent or Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or Collateral Agent as follows:follows (or, with respect to clauses (b) through (dg), in such other order as each of the Lenders may otherwise agree): (a) First, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes Taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all reasonable and documented expenses, liabilities and advances made or incurred by the Collateral Agent Agents in connection therewiththerewith and all amounts for which the Agents are entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable and documented costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel realization and all reasonable and documented costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) the Obligations consisting of accrued interest, principal premium and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), fees in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms respect of the Interest Rate Protection Agreements; andRevolving Facility payable to the Agents, the Lenders and any other Secured Parties and any breakage, termination or similar payments under agreements constituting Obligations(other than principal, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) Fourth, to the payment in full in cash of the principal amount of the Obligations;all amounts constituting unpaid principal of the Revolving Credit Loans and LC Exposure (including Reimbursement Obligations and obligations to cash collateralize that portion of the LC Exposure equal to 103% of the aggregate undrawn amount of all outstanding Letters of Credit at such time), in each case, provided by the Revolving Lenders, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (e) Fifth, to the payment in full in cash of the Obligations consisting of accrued interest, premium and fees in respect of Term Loans payable to the Agents, the Lenders and any other Secured Parties (other than Obligations in respect of the Revolving Facility or any Letter of Credit); (f) Sixth, to the payment in full in cash of the principal amount of all other Obligations and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; (g) (e) FifthSeventh, to the payment in full in cash of all other amounts constituting Obligations, Guaranteed Obligations or Secured Obligations (as defined in the Security Agreement); and (h) (f) SixthEighth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cfg) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:follows (with, in the case of proceeds from a Borrowing Base Guarantor, a corresponding reduction in the Borrowing Base Guarantor Intercompany Loan Account): (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms each Lender’s Default Allocation Percentage of the Interest Rate Protection Agreementssuch amounts; and (d) Fourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the 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 all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), Hedging Agreements and the principal amount of Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Hedging Agreements; and; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of Reimbursement Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Cash Management Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank 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 and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by Notwithstanding anything to the Collateral Agent contrary contained in respect this Agreement or any other Credit Document, upon the occurrence and during the continuance of an Event of Default and after the acceleration of the principal amount of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsLoans hereunder: (a) Firsteach Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent or any Issuing Bank from or on behalf of any Credit Party, and, as between each Credit Party on the one hand and its agents the Administrative Agent, the Collateral Agent, each Issuing Bank and counselthe Lenders on the other, the Administrative Agent and each Issuing Bank will have the continuing and exclusive right to apply and to reapply any and all expensespayments received against the Obligations in such manner as the Administrative Agent (or, liabilities as applicable, such Issuing Bank) may deem advisable and advances made or consistent with this Agreement notwithstanding any previous application by Administrative Agent (or, as applicable, such Issuing Bank); and (b) subject to Section 2.15(d), any and all payments received by any Secured Party, including proceeds of Collateral, will be applied: 148797484_8155722702_14 (i) first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent or the Collateral Agent with respect to this Agreement, the other Credit Documents or the Collateral, together with interest on each such amount from and after the date such amount is due, owing or unpaid until paid in connection therewithfull; (ii) second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or Issuing Bank with respect to this Agreement, the other Credit Documents or the Collateral, 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; (biii) Secondthird, to the payment of all other reasonable costs accrued and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with unpaid interest on each the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on 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 fullamounts); (civ) Thirdfourth, (A) to the principal amount of the Obligations, including, without duplication limitation, with respect to the deposit of amounts applied pursuant cash collateral to clauses secure the existing Letter of Credit Usage and future payment of related fees in compliance with Section 2.4(h), (aB) to any Obligations under any Secured Rate Contract for which the Administrative Agent has received written notice of such Obligations as being outstanding and (bC) aboveto any Obligation under any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding; (v) fifth, to any other Indebtedness or obligations of any Credit Party owing to the indefeasible payment in full in cashAdministrative Agent, pro ratathe Collateral Agent, of (i) interest, principal and any Lender or any other amounts constituting Obligations (other than the Obligations arising Secured Party under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsCredit Documents; and (dvi) Fourth, the balance, if anysixth, to the person Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received will be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (y) each of the Persons entitled to receive a payment in any particular category will receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto (including for such category. Notwithstanding the applicable Loan Party or its successors or assigns)foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (ab)(i) through (cb)(vi) of this Section 9.038.2, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.. Notwithstanding the foregoing, Obligations under any Secured Rate Contract and any Bank Product Agreement 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 holders thereof following such acceleration or exercise of remedies and at least three (3) Business Days prior to the application of the proceeds thereof. Each holder of Obligations under any Secured Rate Contract or any Bank Product Agreement 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 9 for itself and its Affiliates as if a “Lender” party hereto. 148797484_8155722702_14

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative 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; SECOND, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03subsection 12.3, the Loan Credit Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows:follows (subject to the terms of the Intercreditor Agreement): (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Hedging Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; (e) Fifth, to Hedging Obligations to the extent secured by Liens on the Collateral and constituting Obligations of the type described in clause (c) of the definition of Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the Senior Second Lien Note Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.02.

Application of Proceeds. The (a) Except as otherwise provided herein, all proceeds received by the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be appliedCollateral, together with and any other sums then held payments received by the Collateral Agent pursuant to this Section 2.01 of the Guarantee and Collateral Agreement, promptly in each case after the occurrence and during the continuance of an Event of Default, may, in the discretion of the Collateral Agent, be held by the Collateral Agent as follows: Collateral for, and/or (athen or at any time thereafter) Firstapplied in full or in part by the Collateral Agent against, the Secured Obligations in the following order or priority: first, to the payment of all reasonable costs and expenses, fees, commissions and taxes expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together and all amounts for which the Collateral Agent is entitled to indemnification under such Security Documents and hereunder and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with interest on each the exercise of any right or remedy under such amount at Security Document or hereunder, all in accordance with the highest rate then in effect under this Agreement from and after terms hereof; second, to the date extent of any excess such amount is due, owing or unpaid until paid in full; (b) Secondproceeds, to the payment of all other reasonable costs Secured Obligations (excluding, in the case of L/C Exposure, such L/C Exposure that has been cash collateralized pursuant to Section 2.23(j)) for the ratable benefit of the holders or issuers thereof; and expenses third, to the extent of any excess such proceeds, to the payment to or upon the order of such saleLoan Party or Guarantor, collection as applicable, or other realization, including compensation to whosoever may be lawfully entitled to receive the other Secured Parties and their agents and counsel and all costs, liabilities and advances made same or incurred by the other Secured Parties 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;as a court of competent jurisdiction may direct. (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveEach Lender agrees that the priority set forth above is an agreement among them for value received that is independent of the Loan Parties, and that such agreement shall be enforceable as among them in a case under Debtor Relief Laws. Each Lender further agrees that all references above to the indefeasible payment in full in cash, pro rata, of (i) “interest, principal and other amounts constituting Obligations (other than the Obligations ” shall be deemed to include post-petition interest arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyDebtor Relief Laws.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 payment, pro rata, of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the applicable Obligations (including Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including reasonable compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and obligations to Cash Collateralize Letters of Credit) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit); (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) and clause (c) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the First Lien Secured Parties and the Second Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.02.

Application of Proceeds. The (a) Except as expressly provided elsewhere in this Agreement and subject to the terms of the Intercreditor Agreement, all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of of, the Collateral pursuant to the exercise shall be applied in full or in part by the Collateral Agent against the Secured Obligations in the following order of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followspriority: (aI) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with interest on each such amount at the highest rate then exercise of any right or remedy hereunder or under the Credit Agreement, all in effect under this Agreement from and after accordance with the date such amount is due, owing terms hereof or unpaid until paid in fullthereof; (bII) Secondsecond, to the extent of any excess of such proceeds, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation amounts owing to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Administrative 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 fullits capacity as such; (cIII) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible extent of any excess of such proceeds, to the payment of all amounts owing to any Issuing Lender in full in cashits capacity as such; (IV) fourth, pro ratato the extent of any excess of such proceeds, to the payment of (i) interest, principal and other amounts constituting the outstanding Primary Obligations to the Secured Parties (other than the Secured Hedging Creditors and the Secured Cash Management Creditors) as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Primary Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balanceor, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the items described amount remaining to be distributed; (V) fifth, to the extent of any excess of such proceeds, to the payment of the outstanding Secondary Obligations to the Secured Parties (other than the Secured Hedging Creditors and the Secured Cash Management Creditors) as provided in clauses Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; (aVI) through sixth, to the extent of any excess of such proceeds, to the payment of the outstanding Primary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations to the Secured Parties which are Secured Hedging Creditors or Secured Cash Management Creditors as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Primary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (cVII) seventh, to the extent of any excess of such proceeds, to the payment of the outstanding Secondary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations shall be paid to the Secured Parties which are Secured Hedging Creditors or Secured Cash Management Creditors as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (VIII) eighth, to the extent of any excess of such proceeds, to the relevant Grantor or to whomever may be lawfully entitled to receive such surplus (including to the holders of the “Parity Lien Obligations” as provided in the Intercreditor Agreement ). (b) For purposes of this Section 9.03Agreement: (i) “Pro Rata Share” shall mean, when calculating a Secured Party 's portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Party 's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, of the relevant Secured Parties; (ii) “Primary Obligations” shall mean (x) in the case of the Credit Agreement, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings (and all interest thereon), the Loan Parties Stated Amount of all outstanding Letters of Credit and all Fees, (y) in the case of the Secured Hedging Obligations, all amounts due to a Secured Hedging Creditor under each Secured Hedging Agreement (other than indemnities. fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities) and (z) in the case of Secured Cash Management Obligations, all amounts due under each Secured Cash Management Agreement with a Secured Cash Management Creditor (other than indemnities, fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities); and (iii) “Secondary Obligations” shall remain liable for any deficiencymean all Secured Obligations other than Primary Obligations.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, to the Administrative Agent for the account of the Issuing Banks, to Cash Collateralize that portion of the LC Exposure comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.20; (d) Fourth, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations), and any fees, premiums and scheduled periodic payments due under Secured Hedging Agreements or Secured Cash Management Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iie) Fifth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations arising (including Reimbursement Obligations) and any breakage, termination or other payments under the Interest Rate Protection Secured Hedging Agreements in accordance with the terms of the Interest Rate Protection Agreementsor Secured Cash Management Agreements constituting Secured Obligations and any interest accrued thereon; and (df) FourthSixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties, as set forth in this Agreement, including as set forth in this Section 8.03. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall not be applied to the Indebtedness that is comprised of Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Indebtedness other than Excluded Swap Obligations as a result of this clause, the Collateral Agent shall make such adjustments as it determines are appropriate to distributions pursuant to this Section 8.03 from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in this Section 8.03 by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to this Section 8.03).

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations in respect of the Credit Facilities (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and obligations to Cash Collateralize Letters of Credit) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the payment in full in cash of Secured Obligations of the type specified in clause (b) or (c) of the definition of Secured Obligations then due and owing and the principal amount of the Obligations in respect of the Credit Facilities (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), pro rata; (e) Fifth, to the payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (f) Sixth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by from the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, after payment of the amounts payable pursuant to the first subclause of Section 3.4(a) of the Collateral Trust Agreement, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Administrative Agent as follows:follows (subject to the terms of Section 3.4 of the Collateral Trust Agreement, which shall prevail in the event of an inconsistency): (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; (e) Fifth, to the indefeasible payment in full in cash of Obligations of the type specified in clause (b) and clause (c) of the definition of Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties Companies shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such 136 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and contingent indemnification obligations) under this Agreement and the Obligations arising under the Interest Rate Protection Agreements), other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including contingent indemnification obligations due or claimed with respect thereto); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including as may be required under the Subordination and Intercreditor Agreement or the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.06, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: : (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) second, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; ; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.constituting

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent or the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent or the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), 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 indefeasible payment in full in cash of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to Cash Collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations in respect of the Credit Facilities (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit); (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies as a secured creditor as provided in SECTION 12 hereof shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral including, without limitation, of Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewith, together with interest on each such amount from the date that is one Business Day after the date that Administrative Agent notifies the Pledgors in writing of the incurrence of such amount until the date of payment 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) SecondCredit Agreement; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to including, without limitation, of the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders in connection therewith, together with interest on each such amount from the date that is one Business Day after the date that Administrative Agent notifies the Pledgors in writing of the incurrence of such amount until the date of payment 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; (c) ThirdCredit Agreement; THIRD, without duplication of amounts applied pursuant to clauses (a) CLAUSES FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rataPRO RATA, of (i) interest, principal and other amounts constituting Secured Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (iiSwap Obligations) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsCredit Agreement and (ii) the Swap Obligations in accordance with the terms of the Swap Contracts; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Pledgors or its their respective successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) CLAUSES FIRST through (c) THIRD of this Section 9.03SECTION 13, the Loan Parties Pledgors shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held or received by the Collateral Agent pursuant to this Agreement, the Collateral Management Agreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and Hedging Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations then due and payable (including any Borrowing Base Deficiency and Reimbursement Obligations); (e) Fifth, to Hedging Obligations to the extent secured by Liens on the Collateral and constituting Obligations of the type described in clause (c) of the definition of Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) a. First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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) b. Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) c. Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to Cash Collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) owing; d. Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (d) Fourthe. Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.02.

Application of Proceeds. The (a) [Reserved]. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, (i) any proceeds of any Collateral received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent and (ii) any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from the Credit Parties other than the Borrower, in each case of its remedies clauses (i) and (ii), following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (including any fees, premiums, scheduled periodic payments, breakage, termination or other than payments) due under Secured Hedging Agreements to the extent constituting Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsowing; and (div) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). ) or as a court of competent jurisdiction may direct. (c) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from the Borrower (other than from proceeds of any Collateral), in each case, following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied: (i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such proceeds are insufficient sale, collection or other realization including compensation to pay the Administrative Agent, 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 and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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; (ii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including all costs, liabilities and advances made or incurred by the other Secured Parties 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; (iii) Third, without duplication of amounts applied pursuant to clauses (i) and (ii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Secured Hedging Agreements and Secured Cash Management Agreements to the items described extent constituting Obligations and any interest accrued thereon (excluding any breakage, termination or other payments thereunder), in clauses each case equally and ratably in accordance with the respective amounts thereof then due and owing; (iv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon and any breakage, termination or other payments under Secured Hedging Agreement and Secured Cash Management Agreements to the extent constituting Obligations and any interest accrued thereon; and (v) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. (d) In the event that the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in the order set forth in the proviso to clause (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyabove.

Application of Proceeds. The proceeds Notwithstanding any other provisions set forth herein, from and during the continuance of any Event of Default, any monies or Property actually received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent Secured Party pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)principal) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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 and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Secured Obligations (other than the principal and any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the Obligations arising under the Interest Rate Protection Agreements payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank 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 and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10, 10.12, 10.17 and 10.20 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise in accordance with the terms of the Loan Documents by the Collateral Agent of its remedies during an Event of Default shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations (including Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Creditors and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties Creditors in connection therewith, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing, 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party Obligor or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.0312, the Loan Parties Obligors shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Administrative Agent or Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent or the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by Administrative Agent or the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, 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 all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)principal) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.