Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collectionsale of, saleand the Rents and other amounts generated by the holding, foreclosure leasing, management, operation or other realization upon any Collateraluse of, the Mortgaged Property, shall be applied by Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law or by the Credit Agreement: first, to that portion (if any) of the Indebtedness then remaining unpaid (including without limitation principal and accrued interest and the costs and expenses of taking possession of the Mortgaged Property and of holding, managing, operating, using, leasing, repairing, improving and selling the same, including by way of illustration but not by way of limitation any Collateral consisting one or more of cashthe following to the extent Beneficiary deems appropriate: (i) reasonable trustees' and receivers' fees, (ii) court costs, (iii) reasonable attorneys', brokers', managers', accountants' and appraisers' fees and expenses, (iv) costs of advertisement, and (v) the payment of any and all real estate ad valorem taxes and similar impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust except those to which the Mortgaged Property has been or will be sold subject to and without in any way implying Beneficiary's prior consent to the creation thereof) as follows: FIRSTto which the Loan Parties (or any of them) are not fully personally liable, it being agreed that the application of such proceeds shall be in such a manner as to preserve (and not extinguish or reduce) the Loan Parties' personal liability under the Loan Documents until all the Indebtedness as to which the Loan Parties are not personally liable has been paid in full; second, to the payment of all costs and expenses incurred by that portion of the Administrative Agent or Indebtedness as to which the Collateral Agent Loan Parties (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 them) are fully liable; third, to the Obligations, including all court costs extent permitted by law and funds are available therefor out of the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent sale proceeds or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDRents, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any indebtedness or obligation secured by a subordinate deed of trust on or security interest covering the Mortgaged Property if Beneficiary has actual knowledge of such distributionsubordinate deed of trust or security interest (but without in any way implying Beneficiary's prior consent to the creation thereof); THIRDand fourth, the balance, if any, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHpersons legally entitled thereto, to the Grantors, their successors or assigns, or as a court of competent jurisdiction which may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofinclude Grantor.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collectionsale of Collateral pursuant to Section 8(b), sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash under Section 8(a), shall be applied by the Collateral Agent as follows: FIRSTFirst, to the payment of the reasonable costs and expenses of the Collateral Agent as set forth in Section 8(b); Second, to the payment of all costs amounts of the Swissco Obligations owed to the Secured Parties in respect of Loans made by them and expenses incurred by the Administrative Agent outstanding and amounts owing in respect of any LC Disbursement or the Collateral Agent (in their respective capacities as such hereunder Letter of Credit or under any other Loan Document) Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement with a Lender, pro rata as among the Secured Parties 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection accordance with the exercise amount of any right or remedy hereunder or under any other Loan Documentsuch Swissco Obligations owed them; SECONDThird, to the payment and discharge in full of Unfunded Advances/Participations the Swissco Obligations (the amounts so applied other than those referred to be distributed between or above), pro rata as among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Secured Parties in accordance with the amounts amount of Unfunded Advances/Participations such Swissco Obligations owed to them on the date of any such distribution)them; THIRDand Fourth, to the after payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHSwissco Obligations, to the GrantorsPledgor, their or the successors or assignsassigns thereof, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct, any Collateral then remaining. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under the Indenture or any other Loan Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Loan Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent Trustee hereunder or under the Indenture or any other Loan Indenture Document on behalf of any Grantor and Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Loan Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Trustee for distribution in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment priorities set forth in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) 6.10 of the first proviso to Section 4.01(a)) among Indenture. Except as otherwise provided herein, the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this AgreementAgreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument and all Administrative Agent’s fees; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations the Obligations in accordance with Section 10.2 of the Credit Agreement (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directdirect in accordance with Section 10.2 of the Credit Agreement. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Pledged Collateral realized through the exercise by the Agent of its remedies hereunder, sale, foreclosure or other realization upon as well as any Collateral, including any Pledged Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Document, any Other First Lien Agreement or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document or any Other First Lien Agreement on behalf of any Grantor and Holdings, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Other First Lien Agreement, and other fees, indemnities and other amounts owing or reimbursable to the Agent under any Loan Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Guaranteed Obligations secured by such Pledged Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank Series of Secured Obligations pro rata in accordance with based on the respective amounts of Unfunded Advances/Participations such Secured Obligations owed to them the applicable Secured Parties in respect of each Series on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement); THIRD, with (x) the portion thereof distributed to the payment in full of all other Obligations (the amounts so applied Credit Agreement Secured Parties to be further distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts order of priority set forth in Section 7.02 of the Obligations owed Credit Agreement and (y) the portion thereof distributed to them on the date Secured Parties of any other Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such distributionSeries); and FOURTHTHIRD, to the GrantorsHoldings, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any Other First Lien Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the respective amounts referred to in this Section 5.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) The proceeds received by the Collateral Agent shall apply the proceeds in respect of any collectionsale of, sale, foreclosure collection from or other realization upon all or any Collateralpart of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, including together with any other sums then held by the Collateral consisting of cashAgent pursuant to this Agreement, as follows: FIRST, to the payment of all fees, costs and expenses incurred by the Administrative Collateral Agent or the Collateral Administrative Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document Mortgage on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentMortgage; SECOND, to the payment in full of Unfunded Advances/Participations the Secured Obligations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank Secured Parties pro rata in accordance with the amounts of Unfunded Advances/Participations the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantorsapplicable Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document or any of the Note Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counselcounsel for the Collateral Agent, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Note Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Note Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Note Obligations (the amounts so applied to be distributed (subject to i) allocated between principal (or equivalent) and interest in the first proviso to Section 3.01 and clause (B) absolute discretion of the first proviso to Section 4.01(a)Collateral Agent and (ii) distributed among the Secured Parties pro rata in accordance with the respective amounts of the Note Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral All proceeds collected by the Administrative Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including without limitation any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsLoan 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 non-cash distribution. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral All proceeds collected by the Administrative Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including without limitation any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows: FIRSTfirst, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDsecond, to the payment in full of Unfunded Advances/Participations all Priority Lien Obligations (including, without limitation, the Cash Collateralization of any undrawn Letters of Credit) (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Priority Lien Obligations owed to them on the date of any such distribution) and Obligations under Specified Hedge Agreements and Secured Cash Management Agreements; third, to the payment in full of all other Pari Passu Lien Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Pari Passu Lien Obligations owed to them on the date of any such distribution); and FOURTHfourth, to the GrantorsLoan 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 non-cash distribution. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, such sale, foreclosure lease or other realization upon disposition of the Collateral hereunder or from payments made on account of any Collateral, including insurance policy insuring any portion of the Collateral consisting of cash, as follows: FIRSTshall be applied first, to the payment expenses of all retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such enforcing the Secured Parties’ rights hereunder or under any other Loan Document) and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such collectiondetermination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, foreclosure license or realization or otherwise in connection with this Agreement, any other Loan Document or any disposition of the ObligationsCollateral, including the proceeds thereof are insufficient to pay all court costs amounts to which the Secured Parties are legally entitled, the Debtors will be personally liable, jointly and severally, for the deficiency, together with interest thereon, at the rate of 15% per annum or the lesser amount permitted by applicable law (“Default Rate”), and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made any attorneys employed by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with to collect such deficiency. To the amounts extent permitted by applicable law, Debtor waives all claims, damages and demands against the Secured Parties arising out of the Obligations owed to them on repossession, removal, retention or sale of the date of any such distribution); and FOURTHCollateral, unless due solely to the Grantors, their successors gross negligence or assigns, or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofjurisdiction.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative any Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative any Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to any Agent under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, any Agent, Lender or other Secured Party is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent, Lender or other Secured Party and the Borrower shall be liable to pay to such Agent the Lenders, and the other Secured Parties, and shall indemnify each Agent, the Lenders and the other Secured Parties and shall hold each Agent, the Lenders and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by any Agent, Lender or other Secured Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to such Agent’s, the Lenders’ and the other Secured Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Document, any Other First Lien Agreement or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document or any Other First Lien Agreement on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Other First Lien Agreement, and other fees, indemnities and other amounts owing or reimbursable to the Agent under any Loan Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank Series of Secured Obligations pro rata in accordance with based on the respective amounts of Unfunded Advances/Participations such Secured Obligations owed to them the applicable Secured Parties in respect of each Series on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) the portion thereof distributed to the Secured Parties of any other Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series); and THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any Other First Lien Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the respective amounts referred to in this Section 5.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default: (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower or any guarantor of all or any part of the Obligations, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent, and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities and expenses incurred by the Administrative or owing to Agent or 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 respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities and expenses incurred by or owing to any Lender with respect to this Agreement, the other Loan Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the ObligationsU.S. Bankruptcy Code, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDfourth, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations owed to them on the date of any such distribution)outstanding; and FOURTH, fifth to any other indebtedness or obligations of Borrower owing to Agent or any Lender under the Grantors, their successors Financing Documents. Any balance remaining shall be delivered to Borrower or assigns, to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the payment Issuing Bank in full capacity as such and of Unfunded Advances/Participations (the amounts so applied any amount required to be distributed between or among paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent, any Swingline Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and any otherwise, to the Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributionBank); THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such the Collateral Agent or Administrative Agent hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent (or the Administrative Agent Agent) hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred by the Collateral Agent (or the Administrative Agent) in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 2.1 and Section 2.5 hereof), all payments (including the proceeds of any collectionAsset Disposition or other sale of, sale, foreclosure or other realization upon upon, all or any part of the Collateral, including any Collateral consisting ) received after acceleration of cash, the Obligations shall be applied as follows: FIRSTfirst, to the payment of all costs and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Lender with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, any the other Loan Document Documents or the Collateral; second, to accrued and unpaid interest and Fees with respect to the Obligations (including any interest which but for the provisions of the ObligationsBankruptcy Code, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDthird, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations outstanding (other than Obligations owed to them on any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the date principal amount thereof or the outstanding face amount of any such distributionLetters of Credit, as applicable) (and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Installments thereof); and FOURTH, fourth to any other obligations of Borrower owing to Agent or any Lender under the Grantors, their successors Loan Documents or assigns, any Interest Rate Agreement. Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under the Indenture or any other Loan Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Loan Indenture Document or any of the Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent Trustee hereunder or under the Indenture or any other Loan Indenture Document on behalf of any Grantor and the Issuer, any other reasonable and documented costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Loan Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Trustee for distribution in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment priorities set forth in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) 6.10 of the first proviso to Section 4.01(a)) among Indenture. Except as otherwise provided herein, the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the Intercreditor Agreements, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses and indemnification obligations incurred by the Administrative Collateral Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Noteholder Documents or any of the Notes Obligations, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent Trustee hereunder or under any other Loan Noteholder Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Noteholder Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent or the Trustee under any Noteholder Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Notes Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Indenture Secured Parties pro rata in accordance with the respective amounts of the Notes Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsIssuer, their its successors or assigns, assigns or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Notes Obligations, the Collateral Agent, Trustee or any Holder is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Notes Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Collateral Agent, Trustee or Holder and the Issuer shall be liable to pay to such Collateral Agent, Trustee and the Holders, and shall indemnify the Collateral Agent, Trustee and the Holders and holds the Collateral Agent, Trustee and the Holders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Collateral Agent, Trustee or any Holder in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s, Trustee’s and the Holders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The If an Event of Default shall have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Collateral Agent shall apply the proceeds of any collectionAgent’s election, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 may apply all or any part of Proceeds constituting Collateral and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations, including all court costs and shall make any such application in the reasonable following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of its agents and legal counsel, the repayment of all advances made by Agents under the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocuments; SECONDSecond, to the Collateral Agent, for application by it towards payment in full of all Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDThird, to the Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) respect of the first proviso to Section 4.01(a)) Obligations, pro rata among the Secured Parties pro rata in accordance with according to the amounts of the Obligations owed then due and owing and remaining unpaid to them on the date each of any such distribution)them; and FOURTHFourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized to the Grantorsreasonable satisfaction of the Issuing Lender or purchasing Lender, their successors or assignsas applicable, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent in respect thereof) shall be outstanding and the Commitments shall have absolute discretion as to the time of application of any such proceedsbeen terminated, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Borrower or such officer or to whomsoever shall be answerable in any way for lawfully entitled to receive the misapplication thereofsame.

Application of Proceeds. At such intervals as may be agreed upon by the Issuer and the Collateral Agent (acting with the written consent of the Trustee or the Majority Holders), or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the Collateral and/or net Proceeds thereof (after deducting fees and expenses as provided in Section 5.5) realized through the exercise by the Collateral Agent of its remedies hereunder in payment of the Secured Obligations. The Collateral Agent shall apply any such Collateral or Proceeds to be applied in the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as followsfollowing order: FIRSTFirst, to the payment of all costs Collateral Agent to pay incurred and unpaid fees and expenses incurred by under the Administrative Agent or the Collateral Agent Note Documents (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collectionincluding, salebut not limited to, 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 reasonable fees and expenses of its agents and legal counsel); Second, to the repayment Trustee in respect of Secured Obligations then due and owing and remaining unpaid for application by the Trustee in accordance with the terms of the Indenture; Third, to the Trustee in respect of all advances made Secured Obligations (other than those under clause second above) for prepayment of such Secured Obligations in accordance with the terms of the Indenture; and Fourth, any balance of such Proceeds remaining after a Discharge of the Secured Obligations shall be paid over to the Issuer or to whomsoever may be lawfully entitled to receive the same and any Collateral remaining after a Discharge of the Secured Obligations shall be returned to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any Proceeds not applied shall be held by the Collateral Agent as Collateral. In addition, with respect to any proceeds of Insurance received by the Trustee or the Administrative Agent hereunder or under any other Loan Document on behalf Collateral Agent, (x) if no Event of any Grantor Default shall have occurred and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDbe continuing, (i) such Insurance Proceeds shall be returned to the payment in full of Unfunded Advances/Participations Grantors if permitted or required by the Indenture or (ii) if not so permitted or required by the amounts so Indenture, then such Insurance Proceeds shall be applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Section 5.4 and (y) if an Event of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Default shall have occurred and be continuing, the receipt of the Collateral Agent or of the officer making the sale then such Insurance Proceeds 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 applied in any way for the misapplication thereofaccordance with this Section 5.4.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of the Borrowers or any guarantor of all or any part of the Obligations, and, as between the Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent or the Collateral Agent Agents (in their respective capacities as such hereunder or under any other Loan DocumentCollateral Agent and Administrative Agent, respectively) in connection with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Loan Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the ObligationsBankruptcy Code, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDfourth, to the payment in full principal amount of Unfunded Advances/Participations (the amounts so applied Obligations outstanding; and fifth, to any other indebtedness or obligations of the Borrowers owing to Agents or any Lender under the Financing Documents. Any balance remaining shall be distributed between or among delivered, to the Administrative Agentextent applicable, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDSecond Lien Intercreditor Agreement, to the payment in full of all other Obligations (the amounts so applied Borrowers or to whomever may be distributed (subject lawfully entitled to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any receive such distribution); and FOURTH, to the Grantors, their successors or assigns, balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The (i) Except as expressly set forth in clause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent shall apply the proceeds in respect of any collectionsale of, saleany collection from, foreclosure or other realization upon all or any Collateralpart of the Collateral or any asset pledged by any U.S. Loan Party pursuant to a Dutch Security Agreement shall be applied in full or in part by the Administrative Agent against, including any Collateral consisting the Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent or in connection therewith, and all amounts for which the Collateral Administrative Agent is entitled to indemnification hereunder (in their respective capacities its capacity as such hereunder or under any other Loan Documentthe Administrative Agent and not as a Lender) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder hereunder, all in accordance with the terms hereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or under the applicable Revolving Lenders; third, to the extent of any other Loan Document; SECONDexcess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Obligations for the amounts so applied ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full of all other Obligations (to or upon the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) order of the first proviso applicable Loan Party or to Section 4.01(a)) among whosoever may be lawfully entitled to receive the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the Intercreditor Agreement and any Other Intercreditor Agreement, all proceeds received by the Collateral Agent in the event that an Event of Default shall apply have occurred and not otherwise been waived, and the proceeds maturity of the Obligations shall have been accelerated pursuant to Section 8.1 and in respect of any collectionsale of, saleany collection from, foreclosure or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and 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 Administrative Collateral Agent or in connection therewith, and all amounts for which the Collateral Agent (in their respective capacities as such is entitled to indemnification 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 all of the Obligations, including all court costs Collateral Documents (in its capacity as the Collateral Agent and the reasonable fees not as a Lender) and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor the Collateral Documents for the account of the applicable Credit Party, and any other to the payment of all costs and expenses paid or expenses incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under any other Loan Collateral Document, all in accordance with the terms hereof or thereof; SECONDsecond, to the extent of any excess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Obligations for the amounts so applied ratable benefit of the Secured Parties; and third, to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full of all other Obligations (to or upon the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) order of the first proviso applicable Credit Party or to Section 4.01(a)) among whosoever may be lawfully entitled to receive the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, Obligations including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred by the Collateral Agent or the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. For purposes of making any payment hereunder in respect of any DVA Obligations, the Collateral Agent may rely upon any statement or certificate presented to it by any Grantor or DVA Creditor (or any agent for such DVA Creditor) with respect to the amount of such DVA Obligation, and any distribution by the Collateral Agent of funds to any agent for any of the DVA Creditors shall be sufficient to discharge the obligations of the Collateral Agent in respect of such DVA Obligations, and the Collateral Agent shall not be required to see to the application of such funds by such agent.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder administrative agent or collateral agent under any other the Loan DocumentDocuments) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, and the proceeds of any property insurance policy or other insurance policy received by the Collateral Agent as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Secured Obligations owed to them on the date of any such distribution, it being understood that with respect to any distributions to the Lenders, Issuing Banks or the Agents, the amounts so applied shall be distributed to the Administrative Agent to be applied in accordance with Section 9.23 of the Credit Agreement); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collectioncollection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreementany Credit Agreement Document, any other Loan Document Other First Lien Agreement or any of the ObligationsSecured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Credit Agreement Document or any Other First Lien Agreement on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Credit Agreement Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender Credit Agreement Secured Parties and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Other First Lien Secured Parties pro rata in accordance with based on the respective amounts of the such Secured Obligations owed to them on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 2.18(b) of the Credit Agreement and (y) the portion thereof distributed to the Secured Parties of any other Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series; THIRD, to the payment in full of any Obligations under (and as defined in) a Second Lien Credit Agreement (if any) and any Other Second Lien Obligations (as defined in the Security Agreement (as defined in such Second Lien Credit Agreement)), in each case, in accordance with the terms thereof and the terms of a Permitted Junior Intercreditor Agreement; and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply Any moneys collected by the proceeds Trustee pursuant to this Article in respect of any collectionseries shall be applied in the following order at the date or dates fixed by the Trustee and, salein case of the distribution of such moneys on account of principal or interest, foreclosure upon presentation of the several Securities in respect of which monies have been collected and stamping (or other realization otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon any Collateralsurrender thereof if fully paid: FIRST: To the payment of costs and expenses applicable to such series of Securities in respect of which monies have been collected, including any Collateral consisting all amounts due or reasonably anticipated to become due to the Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to such series of cash, as followsSecurities; SECOND: FIRSTIn case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of all costs and expenses incurred interest on the Securities of such series in default in the order of the maturity of the installments on such interest, with interest (to the extent that such interest has been collected by the Administrative Agent Trustee and is permitted by applicable law) upon the overdue installments of interest at the same rate as the rate of interest or the Collateral Agent Yield to Maturity (in their respective capacities as the case of Original Issue Discount Securities) specified in such hereunder Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination 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 preference; THIRD: In case the principal of the Obligations, including all court costs Securities of such series in respect of which moneys have been collected shall have become and the reasonable fees shall be then due and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDpayable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installations of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agentsuch series, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, then to the payment in full of all such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other Obligations (the amounts so applied to be distributed (subject installment of interest or of any Security of such series over any other Security of such series, ratably to the first proviso aggregate of such principal and accrued and unpaid interest or Yield to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution)Maturity; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.and

Application of Proceeds. The (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall may apply (i) any cash held in the Collateral Accounts and (ii) the proceeds of any collection, sale, foreclosure sale or other realization upon disposition of all or any part of the Collateral, including any Collateral consisting in the following order of cash, as followspriorities: FIRST, to pay the payment expenses of all costs such sale or other disposition, including reasonable compensation to agents of and expenses incurred by the Administrative Agent or counsel for the Collateral Agent (in their respective capacities as such hereunder Agent, and all expenses, liabilities and advances incurred 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under Security Documents, and any other Loan Documentamounts then due and payable to the Collateral Agent pursuant to Section 19 or pursuant to Section 12.03 of the Credit Agreement; SECOND, to pay the unpaid principal of the Secured Obligations ratably (or provide for the payment thereof pursuant to Section 18(b)), until payment in full of Unfunded Advances/Participations the principal of all Secured Obligations shall have been made (the amounts or so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributionprovided for); THIRD, to pay ratably (i) all interest (including Post-Petition Interest) on the Secured Obligations and (ii) all commitment fees and participation fees payable under the Credit Agreement, until payment in full of all such interest and fees shall have been made; FOURTH, to pay all other Secured Obligations ratably (or provide for the amounts so applied to be distributed (subject to the first proviso payment thereof pursuant to Section 3.01 and clause 18(b)), until payment in full of all 37 such other Secured Obligations shall have been made (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distributionor so provided for); and FOURTHFINALLY, to pay to the Grantors, their successors or assignsrelevant Lien Grantor, or as a court of competent jurisdiction may otherwise direct, any surplus then remaining from the proceeds of the Collateral owned by it; PROVIDED that Collateral owned by a Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses FIRST, SECOND, THIRD and FOURTH only to the extent permitted by the limitation in Section 2(i). The Collateral Agent shall have absolute discretion as to the time of application of any may make such proceedsdistributions hereunder in cash or in kind or, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to on a power of sale granted by statute or under a judicial proceeding)ratable basis, the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication combination thereof.

Application of Proceeds. The Collateral Subject to applicable law, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the applicable Secured Parties pro rata in accordance with the amounts of the applicable Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, no Proceeds of Collateral securing solely the Foreign Secured Obligations shall be applied to Domestic Secured Obligations.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent shall apply Agent, while an Event of Default exists and all or any portion of the proceeds Loans have been accelerated under the Credit Agreement, in respect of any collectionsale of, saleany collection from, foreclosure or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Secured Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and the Administrative Agent and their respective agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent or in connection therewith, and all amounts for which the Collateral Agent and the Administrative Agent are entitled to indemnification hereunder (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 Collateral Agent and the reasonable fees Administrative Agent and expenses of its agents not as a Lender) and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other costs incurred by the Collateral Agent or expenses incurred the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any other Loan Document; SECONDexcess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Secured Obligations for the amounts so applied ratable benefit of the Lenders and the Lender Counterparties; and third, to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full of all other Obligations (to or upon the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) order of the first proviso applicable Grantor or to Section 4.01(a)) among whosoever may be lawfully entitled to receive the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Notwithstanding any other provision of this Agreement (including, without limitation, Section 2.4 hereof), in addition to any other rights, options and remedies Agent and Lenders have under the Loan Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral Agent or any proceeds thereof upon exercise of its remedies hereunder upon the occurrence and continuation of an Event of Default shall apply be applied in the proceeds following order of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as followspriority: FIRST(i) first, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with of such collection, storage, lease, holding, operation, management, sale, foreclosure disposition or realization delivery and of conducting Borrower’s business and of maintenance, repairs, replacements, alterations, additions and improvements of or otherwise to the Collateral, and to the payment of all sums which Agent or Lenders may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments that Agent or Lenders may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, in-house documentation and diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable attorneys’ fees and all expenses, liabilities and advances made or incurred in connection with this Agreementtherewith); (ii) second, to the payment of all Obligations in such order as determined by Agent in its sole discretion; (iii) third, to the payment of all Other Indebtedness (including, without limitation, the Inventory Loan Obligations) in such order as determined by Agent in its sole discretion; (iv) fourth, to the payment of any surplus then remaining to Borrower, unless otherwise provided by law or directed by a court of competent jurisdiction; provided, that Borrower shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations and Other Indebtedness (other than indemnity obligations under the Loan Document Documents or documentation evidencing or securing such Other Indebtedness that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any items referred to in this Section (other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, than Section 9.2(iv) to the payment extent the Obligations and Other Indebtedness (other than indemnity obligations under the Loan Documents or documentation evidencing or securing such Other Indebtedness that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been indefeasibly paid in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributioncash); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out of pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent, and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Collateral Agent (in their respective capacities as Financing Documents. Any balance remaining shall be delivered to Borrowers or to whoever may be lawfully entitled to receive 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. The Subject to any Permitted Intercreditor Agreement then in effect, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Collateral Agent or the Collateral Administrative Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Credit Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counselcounsel (to the extent required to be reimbursed pursuant to the terms of the Credit Documents), the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances proceeds in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies (to the extent required to be reimbursed pursuant to the terms of the Credit Documents).

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds in respect of any collection, sale, foreclosure or other realization upon any Collateral received in connection with the enforcement of its rights with respect to the Collateral, including any Collateral consisting of cash, as follows, subject to the terms of the Intercreditor Agreement: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Subject to the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations the Secured Obligations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank Secured Parties pro rata in accordance with the amounts of Unfunded Advances/Participations the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment in full any agent of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata any junior secured debt, in accordance with the amounts of the Obligations owed to them on the date of any such distribution)applicable intercreditor agreement; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any reasonable and documented or invoiced out-of-pocket attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiency.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the payment Issuing Bank in full capacity as such and of Unfunded Advances/Participations (the amounts so applied any amount required to be distributed between or among paid to the Issuing Bank by any ABL Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such ABL Facility Lender (which shall be payable to the Administrative Agent, any Swingline Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such ABL Facility Lender and any otherwise, to the Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributionBank); THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the Table of Contents name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Collateral (a) Subject to the provisions of the First Lien Intercreditor Agreement and the First and a Half Lien Intercreditor Agreement, the Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, including any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsLoan Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and Grantor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Loan Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Loan Obligations owed to them on the date of any such distribution), subject to Section 7.18; and FOURTHTHIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Administrative Agent, subject to the provisions of the First Lien Intercreditor Agreement and the First and a Half Lien Intercreditor Agreement, shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The So long as the Discharge of First-Lien Obligations has not occurred, any Collateral Agent shall apply or proceeds thereof received by any Secured Creditor pursuant to the proceeds enforcement of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right rights or remedy hereunder remedies (including setoff) with respect to all or any portion of the Collateral, whether available under any Collateral Document, pursuant to applicable law or otherwise, together with all other Loan Document; SECONDproceeds received by any Secured Party (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such rights or remedies or from the collection, disposition or other realization on the Collateral or as a result of any distribution of or in respect of any Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor (including, without limitation, any such distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Second-Lien Obligations), or the application of any Collateral (or proceeds thereof) to the payment in full thereof or any distribution of Unfunded Advances/Participations Collateral (or proceeds thereof) upon the amounts so applied liquidation or dissolution of any Grantor, shall be paid over to be distributed between or among the Administrative First-Lien Agent, any Swingline Lender for the benefit of the First-Lien Secured Parties, and any Issuing Bank pro rata in accordance with applied by the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, First-Lien Agent to the payment in full of all other First-Lien Obligations (including, without limitation, for purposes of cash collateralization of Letters of Credit and Secured Rate Contracts) in such order as specified in the amounts so applied to be distributed (subject relevant First-Lien Collateral Document. Upon the Discharge of the First-Lien Obligations, the First-Lien Agent shall deliver to the first proviso to Section 3.01 and clause (B) Second-Lien Agent any proceeds of Collateral held by it in the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance same form as received, with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral , to be applied by the Second-Lien Agent shall have absolute discretion as to the time of application of any Second-Lien Obligations in such proceeds, moneys or balances order as specified in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofSecond-Lien Loan Documents.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent, and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Collateral Agent (in their respective capacities as Financing Documents. Any balance remaining shall be delivered to Borrowers or to whoever may be lawfully entitled to receive 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. The Collateral Agent All moneys received by the Bank from any proceeding instituted or step taken under any of documents creating security for the Facility shall apply subject to statutory priorities (if any), be applied by the proceeds Bank:- FIRST in payment of any collectionquit rents, salerates, foreclosure or taxes, assessments fees lawful outgoing and other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, fees due and payable to the relevant authorities by the Customer in respect of the Property or any other property charged or assigned to the Bank as security for the Secured Amounts; SECOND in payment of all costs charges and other expenses incurred and payments made by the Administrative Agent or Bank under 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 provisions of all or any of the Obligations, including all court costs other documents creating security for the Facility (if any) and any other taxes payable under any written law for the reasonable fees time being in force on the disposal of the Property; THIRD in or towards payment to the Bank of the Settlement Amounts due and expenses of its agents remaining unpaid and legal counsel, the repayment of all advances made by other moneys due and remaining unpaid under any documents creating security for the Collateral Agent Facility. FOURTH in or towards payment to the Administrative Agent hereunder Customer’s liabilities to the Bank (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other Loan Document on behalf accounts of any Grantor and any other costs whatsoever nature, agreement or expenses incurred in connection contract or otherwise with the exercise Bank and all such monies available under this premise are specially held in trust for the Bank for the satisfaction of such liabilities; and FIFTH any surplus shall be paid to such person entitled thereto. PROVIDED ALWAYS THAT the Bank may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso Bank to Section 4.01(a)) among receive the Secured Parties pro rata in accordance with full amount to which it would have been entitled if the amounts of primary order had been observed or any lesser amount which the Obligations owed sum ultimately realized from the security may be sufficient to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofpay.

Application of Proceeds. The Collateral Agent shall apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Applicable Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Applicable Agent and the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Pledged Collateral, including any Pledged Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case subject to the limitations set forth in the Credit Agreement; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Pledged Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Pledged Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Pledged Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument and all Administrative Agent’s fees; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured Obligations, the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution; provided, that no Collateral or proceeds of Collateral of any Subsidiary Loan Party shall be applied against any obligations under a Swap Agreement that do not, as to such Subsidiary, constitute Secured Swap Obligations, it being agreed that any such Collateral or proceeds shall instead be applied to other Secured Obligations (and distributed among the holders of such other Secured Obligations ratably as provided above); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Collateral Subject to the Intercreditor Agreement, the Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Term Loan Security Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Term Loan Security Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Term Loan Security Document on behalf of any Grantor and any other reasonable costs or expenses incurred by the Agent in connection with the exercise of any right or remedy hereunder or under any other Term Loan Security Document, if reimbursable pursuant to a Term Loan Security Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among Term Loan Obligations and the Administrative AgentExisting Notes Obligations, any Swingline Lender and any Issuing Bank pro rata ratably in accordance with the respective amounts of Unfunded Advances/Participations owed to them thereof on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Except as otherwise provided herein, the Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 1.1 and 1.5 hereof), all payments (including the proceeds of any collectionAsset Disposition or other sale of, sale, foreclosure or other realization upon upon, all or any part of the Collateral, including any Collateral consisting ) received after acceleration of cash, as followsthe Obligations shall be applied: FIRSTfirst, to the payment of all Fees, costs and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Lender with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, any the other Loan Document Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the ObligationsBankruptcy Code, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDthird, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations outstanding (other than Obligations owed under an Interest Rate Agreement) and to them on cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the date principal amount thereof or the outstanding face amount of any such distributionLetters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Installments thereof); and FOURTH, fourth to any other obligations of Borrower owing to Agent or any Lender under the Grantors, their successors Loan Documents or assigns, any Interest Rate Agreement. Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply Following the proceeds occurrence and during the continuance of any collectionEvent of Default, sale, foreclosure all amounts received by Agent (including amounts received from the Depository Account and proceeds from the sale or other realization upon any of the Collateral), including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDfirst, to the payment in full of Unfunded Advances/Participations (the amounts so applied reasonable costs, expenses and attorneys' fees and expenses incurred by Agent for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to be distributed between or among the Administrative Agent, payment in full of any Swingline Lender and any Issuing Bank pro rata Protective Advances incurred in accordance with the amounts provisions of Unfunded Advances/Participations owed to them on the date of any such distributionSection 11.3(b); THIRDthird, to the payment in full of interest due upon the Term Loan Advances and Revolving Facility Advances, pro rata to the Term Loan Lenders and the Revolving Lenders in accordance with their outstanding amounts; fourth, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject fees payable in connection with this Agreement; fifth, to the first proviso to Section 3.01 and clause (B) payment in full of the first proviso to Section 4.01(aprincipal due upon the Term Loan Advances and Revolving Facility Advances (including the undrawn amount of any issued and outstanding Letters of Credit)) among the Secured Parties , pro rata to the Term Loan Lenders and the Revolving Lenders in accordance with their outstanding amounts, such amounts payable in respect of Revolving Facility Advances to be further paid, in order of priority, (a) to satisfy in full all outstanding Swingline Loans, (b) to satisfy in full all outstanding Revolving Advances and (c) to pay or cash collateralize in full all outstanding Letter of Credit Obligations; sixth, to the amounts payment in full of the interest on any other Obligations, pro rata to the holders thereof in accordance with their outstanding amounts; and seventh, to the payment in full of any other Obligations, pro rata to the holders thereof in accordance with their outstanding amounts. If any deficiency shall arise, Loan Parties shall remain liable to Agent and the Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in a commercially reasonably manner, Agent may obtain a deficiency judgment for the difference between the amount of the Obligation and the amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in satisfaction of the Obligations owed unless Agent has entered into a written agreement with Loan Party to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofthat effect.

Application of Proceeds. The Collateral Agent shall apply Any moneys collected by the proceeds Trustee pursuant to this Article or, after an Event of Default, any collection, sale, foreclosure money or other realization property distributable in respect of the Company’s obligations under this Indenture shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys or other property on account of principal (including Additional Amounts), upon any Collateralpresentation of the Notes in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, including any Collateral consisting of cashor issuing Notes in reduced principal amounts in exchange for the presented Notes if only partially paid, as followsor upon surrender thereof if fully paid: FIRST: to the payment of all amounts due to the Trustee and/or any predecessor Trustee under Section 6.6, except for any such amounts that result from negligence or willful misconduct; SECOND: to the payment of all amounts due to the Agents; THIRD: in case the principal of the Notes in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of all costs and expenses incurred by overdue interest (including Additional Amounts) on such Notes in default in the Administrative Agent or 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 order of the Obligationsmaturity of the installments of such interest (including Additional Amounts), with interest upon the overdue installments of interest (including all court costs Additional Amounts) at the rate or rates of interest specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; FOURTH: in case the principal of the Notes in respect of which moneys have been collected shall have become and the reasonable fees shall be then due and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDpayable, to the payment of the whole amount then owing and unpaid upon all such Notes for principal and interest (including Additional Amounts), with interest upon the overdue principal, and upon overdue installments of interest (including Additional Amounts), at the rate or rates of interest specified in such Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon such Notes, then to the payment of Unfunded Advances/Participations such principal and interest (the amounts so applied to be distributed between including Additional Amounts), without preference or among the Administrative Agentpriority of principal over interest (including Additional Amounts), any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts or of Unfunded Advances/Participations owed to them on the date interest over principal, or of any installment of interest over any other installment of interest, or of such distributionNote over any other such Note, ratably to the aggregate of such principal and accrued and unpaid interest (including Additional Amounts); THIRDand FIFTH: to the payment of the remainder, if any, to the payment in full Company or any other Person lawfully entitled thereto of all other Obligations (which the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofTrustee has received written notice.

Application of Proceeds. The Collateral Agent Applicable Representative shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) Applicable Representative in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or under any Senior Secured Note Indenture or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or Applicable Representative hereunder, under any other Loan Document or under any Senior Secured Note Indenture on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Senior Secured Note Indenture, and all other fees, indemnities and other amounts owing or reimbursable to the Applicable Representative under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that (a) in no event shall the proceeds of any collection or sale of any Specified Excluded Collateral (the “Specified Excluded Proceeds”) be applied to the payment of any Senior Secured Note Obligations and (b) on and after the Intercreditor Effective Date, such proceeds will be applied as between the holders of the Senior Secured Note Obligations, on the one hand, and the Credit Agreement Secured Parties, on the other hand, in the order specified in the First Lien Intercreditor Agreement, with the portion thereof allocable to the Credit Agreement Secured Parties then being applied in the manner set forth above in this Section 5.02. The Collateral Agent Applicable Representative shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent Applicable Representative (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent purchase money by the Applicable Representative 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 Applicable Representative or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The If an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to Section 6.01, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Revolving Credit Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations the Revolving Credit Obligations and the Reimbursement Obligations in accordance with Section 5.04 of the Intercreditor Agreement (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties secured parties pro rata in accordance with the amounts of the Revolving Credit Obligations and/or Reimbursement Obligations owed to them on the date of any such distribution)) THIRD, to the payment in full of the Indenture Obligations outstanding; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The In case of any sale, transfer or disposal of the Collateral, whether pursuant to a sale by Pledgees under Paragraph 3 above, or any sale of all or any portion of Pledgors' interest in the Collateral Agent shall apply (including but not limited to the sale of any call option with respect to the Collateral), Pledgors covenant and agree that the proceeds thereof shall first be applied to the payment of any collection, the expenses of such sale, foreclosure commissions, attorneys' fees and all charges paid or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRSTincurred by Pledge Holder hereunder; second, to the payment of the expenses of such sale, commissions, attorneys' fees and all costs and expenses charges paid or incurred by the Administrative Agent Pledgees pertaining to sale, including any taxes or other charges imposed by law upon the Collateral Agent (in their respective capacities as such hereunder and/or the owning, holding 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenttransferring thereof; SECONDthird, to the payment in full of Unfunded Advances/Participations the expenses of such sale, commissions, attorneys' fees and all charges paid or incurred by Pledgors pertaining to said sale but exclusive of any taxes or other charges imposed by law upon the owning, holding or transferring of the Collateral; fourth, to pay, satisfy and discharge the Note (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with other indebtedness of Pledgors under any of the amounts of Unfunded Advances/Participations owed to them on instruments securing the date of any such distributionNote); THIRDfifth, to pay, satisfy and discharge the payment in full duties and obligations of all other Obligations (the amounts so applied to be distributed (subject Pledgors pursuant to the first proviso to Section 3.01 Stock Pledge Agreement, and clause (B) the respective indebtedness secured thereby, in the order of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution)their respective priority; and FOURTHsixth, to pay the Grantorssurplus, their successors or assignsif any, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofPledgors.

Application of Proceeds. The Subject to the terms of any Pari Passu Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or Agent, the Collateral Agent or any other Representative (in their respective capacities as such hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document Document, any Pari Passu Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Applicable Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Applicable Agent and the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the payment Issuing Bank in full capacity as such and of Unfunded Advances/Participations (the amounts so applied any amount required to be distributed between or among paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent, any Swingline Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and any otherwise, to the Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distributionBank); and THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); , which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and FOURTHfor the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the Grantors, their successors or assigns, or aggregate Revolving L/C Exposure as a court of competent jurisdiction may otherwise directsuch date plus any accrued and unpaid interest thereon). The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, an Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent or such Lender and the Borrower shall be liable to pay to such Agent and the Lenders, and shall indemnify each Agent and the Lenders and holds the Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by an Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agents’ and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent and (b) the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any part of the Collateral consisting of cash, as followsshall be applied: FIRSTfirst, to the payment of all costs reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, Back to Table of Contents would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding (excluding any Obligations in respect of any Swap Contract); fifth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth, to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Collateral Agent Financing Documents. Any balance remaining shall be delivered to Borrowers or to whoever may be lawfully entitled to receive such balance (in their respective capacities as such hereunder or under including 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 holder of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made indebtedness evidenced by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (BAffiliated Financing Documents) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale y) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (z) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. The Collateral Agent shall shall, subject to the Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreementthe Indenture, any other Loan Indenture Document or any of the ObligationsObligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances (if any) made by the Collateral Agent or under the Administrative Agent hereunder Indenture or under any other Loan Indenture Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Indenture Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Indenture Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by and all indemnity and fee obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to, the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative any Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative any Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to any Agent under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, any Agent, Lender or other Secured Parties is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent, Lender or other Secured Party and the Borrower shall be liable to pay to such Agent, the Lenders and the other Secured Parties, and shall indemnify each Agent, the Lenders and the other Secured Parties and shall hold each Agent, the Lenders and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by any Agent, Lender or other Secured Parties in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to such Agents’, the Lenders’ and the other Secured Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. The Collateral Agent shall apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Pledged Collateral, including as well as any Pledged Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Applicable Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Foreign Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Applicable Agent and the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Foreign Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Foreign Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any the Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by by, and all indemnity and fee obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to, the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or other realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment Payment in full Full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amounts received from any Excluded Swap Guarantor shall be applied to any Excluded Swap Obligations of such Excluded Swap Guarantor. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 1.1 and Section 1.5 hereof), all payments (including the proceeds of any collectionAsset Disposition or other sale of, sale, foreclosure or other realization upon upon, all or any part of the Collateral, including any Collateral consisting ) received after acceleration of cash, the Obligations shall be applied as follows: FIRSTfirst, to the payment of all costs and expenses incurred by the Administrative or owing to Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) in connection Lender with such collection, sale, foreclosure or realization or otherwise in connection with respect to this Agreement, any the other Loan Document Documents or the Collateral; second, to accrued and unpaid interest and Fees with respect to the Obligations (including any interest which but for the provisions of the ObligationsBankruptcy Code, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documentsuch amounts); SECONDthird, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts principal amount of the Obligations owed outstanding and unpaid Swap Related Reimbursement Obligations and Obligations with respect to them on Interest Rate Agreements, and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the date principal amount thereof or the outstanding face amount of any such distributionLetters of Credit, as applicable) (and with respect to amounts applied to the Term Loan, pro rata among all remaining Scheduled Installments thereof); and FOURTH, fourth to any other obligations of Borrower owing to Agent or any Lender under the Grantors, their successors Loan Documents. Any balance remaining shall be delivered to Borrower or assigns, to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The If an Event of Default shall have occurred and be continuing and the Collateral Agent shall have requested a Grantor to take any action set forth in Section 6.3(a) or 7.2 or the Collateral Agent shall have taken any action pursuant to Section 7.4, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Obligations, including all reasonable court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDSecond, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to the Secured Parties in respect of Loans made by them on the date and outstanding and amounts owing in respect of any LC Disbursement or Letter of Credit or under any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, pro rata as among the Secured Parties in accordance with the amount of such distribution)Obligations owed to them; and FOURTHThird, to the Grantorspayment and discharge in full of the Obligations (other than those referred to above), their pro rata as among the Secured Parties in accordance with the amount of such Obligations owed to them; and Fourth, after payment in full of all Obligations, to the applicable Grantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The , any Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofthen remaining.

Application of Proceeds. (a) The Collateral Agent shall apply the proceeds of any collectioncollection or sale of Collateral, salewhich for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, foreclosure hereunder or under any other realization upon any CollateralSecurity Document, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Administrative Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, subject to the provisions of Sections 4.02(b), (c) and (d), to the payment in full of Unfunded Advances/Participations the Secured Obligations other than the Secured Swap Obligations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank Secured Parties pro rata in accordance with the amounts of Unfunded Advances/Participations such Secured Obligations owed to them on the date of any such distribution); THIRD, subject to the provisions of Sections 4.02(b), (c) and (d), to the payment in full of all other the Secured Swap Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Swap Parties pro rata in accordance with the amounts of the such Secured Swap Obligations owed to them on the date of any such distribution); and FOURTH, subject to any Intercreditor Agreement in effect at the time, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other the Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent shall apply the proceeds in respect of any collection, sale, foreclosure any collection from, or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Secured Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and 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 Administrative Collateral Agent or in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in their respective capacities its capacity as such hereunder or under any other Loan Documentthe Collateral Agent and not as a Lender) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of 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 Administrative Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any other Loan Document; SECONDexcess of such proceeds, to the payment in full of Unfunded Advances/Participations all Secured Obligations (the amounts so applied other than obligations with respect to be distributed between any purchasing card or among similar program owed to any Lender, any Affiliate of any Lender, the Administrative Agent or the Collateral Agent); third, ratably, to all Obligations (not to exceed $1,500,000 in the aggregate) owed to any Lender, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date Affiliate of any Lender, the Administrative Agent or the Collateral Agent arising from any purchasing card or similar program; and fourth, to the extent of any excess of such distribution); THIRDproceeds, to the payment in full to or upon the order of all other Obligations (such Grantor or to whosoever may be lawfully entitled to receive the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The If an Event of Default shall have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Collateral Agent shall apply the proceeds of any collectionAgent’s election, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 may apply all or any part of Proceeds constituting Collateral and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations, including all court costs and shall make any such application in the reasonable following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of its agents and legal counsel, the repayment of all advances made by Agents under the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocuments; SECONDSecond, to the Collateral Agent, for application by it towards payment in full of all Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDThird, to the Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) respect of the first proviso to Section 4.01(a)) Obligations, pro rata among the Secured Parties pro rata in accordance with according to the amounts of the Obligations owed then due and owing and remaining unpaid to them on the date each of any such distribution)them; and FOURTHFourth, any balance of such Proceeds remaining after the Obligations shall have been paid in full (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the Grantorsreasonable satisfaction of the Issuing Bank or purchasing Lender, their successors or assignsas applicable, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent in respect thereof) shall be outstanding and the Commitments shall have absolute discretion as to the time of application of any such proceedsbeen terminated, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Borrower or such officer or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereofsame.

Application of Proceeds. The Subject to the ABL Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Collateral Agent or the Collateral Administrative 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 Credit Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counselcounsel (to the extent required to be reimbursed pursuant to the terms of the Credit Documents), the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations, including any attorneys fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies (to the extent required to be reimbursed pursuant to the terms of the Credit Documents).

Application of Proceeds. The Collateral Subject to the terms of the First Lien Intercreditor Agreement, the Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument and all fees owed to the Agent and the Administrative Agent in their capacity as such pursuant to the Loan Documents; SECOND, if there exists any Defaulting Lender, to the payment L/C Issuer, in full the amount of Unfunded Advancesthe L/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)C Issuer’s Fronting Exposure; THIRD, to the payment in full of all other the Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified Eligible Contract Participant Guarantor shall not be applied to the Secured Obligations that are Excluded Swap Obligations (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 (a), the Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Second above from amounts received from Qualified Eligible Contract Participant Guarantors to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause Third above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause Third above) and (b) Secured Obligations arising under Cash Management Agreements shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as the Agent may request, from the Cash Management Bank. Each Cash Management 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 Agent pursuant to the terms of Article VIII of the Credit Agreement for itself and its Affiliates as if a “Lender” party thereto.

Application of Proceeds. The Subject to the Closing Date Intercreditor Agreement, any Alternative Facility Intercreditor Agreement and any Permitted Securitization Intercreditor Agreement, all proceeds received by the Collateral Agent in the event that an Event of Default shall apply have occurred and not otherwise been waived, and the proceeds maturity of the Obligations shall have been accelerated pursuant to Section 8.1 and in respect of any collectionsale of, saleany collection from, foreclosure or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and 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 Administrative Collateral Agent or in connection therewith, and all amounts for which the Collateral Agent (in their respective capacities as such is entitled to indemnification 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 all of the Obligations, including all court costs Collateral Documents (in its capacity as the Collateral Agent and the reasonable fees not as a Lender) and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor the Collateral Documents for the account of the applicable Credit Party, and any other to the payment of all costs and expenses paid or expenses incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under any other Loan Collateral Document, all in accordance with the terms hereof or thereof; SECONDsecond, to the extent of any excess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Obligations for the amounts so applied ratable benefit of the Secured Parties; and third, to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full of all other Obligations (to or upon the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) order of the first proviso applicable Credit Party or to Section 4.01(a)) among whosoever may be lawfully entitled to receive the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Guaranteed Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Guaranteed Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document, the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) 8.03 of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directCredit Agreement. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error). Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and, to the extent set forth herein and in the other Loan Documents, the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, At such intervals as follows: FIRST, to the payment of all costs and expenses incurred may be elected by the Administrative Agent upon its receipt of any payments or the Collateral Agent (Net Cash Proceeds 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 respect of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf may or, if an Event of Default shall have occurred and be continuing, upon its receipt of any Grantor and payments or Net Cash Proceeds in respect of the Secured Obligations, the Administrative Agent shall apply all or any part of Net Cash Proceeds from the sale of, or other costs realization upon, all or expenses incurred any part of the Collateral in connection with payment of the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, Secured Obligations as set forth below (subject to the payment terms of the Credit Agreement). Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Net Cash Proceeds remaining after the Secured Obligations shall have been Paid in full Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In the absence of Unfunded Advances/Participations (the amounts so applied to be distributed between or among a specific determination by the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with at all times during the amounts continuation of Unfunded Advances/Participations owed to them on an Event of Default, the date of any such distribution); THIRD, to Net Cash Proceeds from the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assignssale of, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceedsother realization upon, moneys all or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Collateral in payment of the Collateral Agent or such officer or Secured Obligations shall be answerable applied in any way for the misapplication thereof.following order: FIRST, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE ADMINISTRATIVE AGENT (IN ITS CAPACITY AS SUCH), INCLUDING ATTORNEY COSTS, AND ANY OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT IN RESPECT OF SUMS ADVANCED BY THE ADMINISTRATIVE AGENT TO PRESERVE THE COLLATERAL OR TO PRESERVE ITS SECURITY INTEREST IN THE COLLATERAL, UNTIL PAID IN FULL; SECOND, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; THIRD, TO THE PAYMENT OF ALL OF THE SECURED OBLIGATIONS CONSISTING OF ACCRUED AND UNPAID INTEREST THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FOURTH, TO THE PAYMENT OF ALL SECURED OBLIGATIONS CONSISTING OF PRINCIPAL THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FIFTH, TO THE PAYMENT OF THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO ALL SECURED OBLIGATIONS IN RESPECT OF ALL OUTSTANDING LETTERS OF CREDIT, IF ANY, TO BE HELD AS CASH COLLATERAL IN RESPECT OF SUCH OBLIGATIONS; SIXTH, TO THE PAYMENT OF ALL BANK PRODUCTS OBLIGATIONS AND SPECIFIED HEDGING OBLIGATIONS THEN DUE AND PAYABLE TO ANY LENDER OR ITS AFFILIATES, PRO-RATA, UNTIL PAID IN FULL; SEVENTH, TO THE PAYMENT OF ALL OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO EACH LENDER, PRO-RATA, UNTIL PAID IN FULL; AND

Application of Proceeds. The Collateral Agent shall shall, subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the ObligationsObligations secured by such Collateral, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Loan Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Obligations (excluding Obligations with respect to Secured Hedge Agreements and Secured Cash Management Agreements that are not Designated Secured Hedge Agreements or Designated Secured Cash Management Agreements) secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Secured Parties in accordance with the order of priority set forth in Section 2.18(b) of the Credit Agreement based on respective amounts of Unfunded Advances/Participations such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other the Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amount received from any Guarantor, or from the proceeds of Collateral pledged by such Guarantor, shall be applied to any Excluded Swap Obligations of such Guarantor. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply Upon the occurrence and during the continuance of an Event of Default, the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including part of the Pledged Collateral and any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred cash held shall be applied by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collectionthe following order of priorities: first, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any to payment of the Obligationsexpenses of such sale or other realization, including all court costs and the reasonable fees and expenses of its compensation to agents and legal counselcounsel for the Collateral Agent, the repayment of and all expenses, liabilities and advances incurred or made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor in connection therewith, and any other costs or unreimbursed fees and expenses incurred in connection with for which the exercise of any right or remedy hereunder or under any other Loan DocumentCollateral Agent is to be reimbursed pursuant to Section 14 hereof; SECONDsecond, after receiving notice thereof from the Trustee, to the Trustee for the payment in full of Unfunded Advances/Participations (all sums due and owing to it pursuant to Section 7.07 of the amounts so applied to be distributed between or among Indenture; third, after receiving notice thereof from the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDTrustee, to the ratable payment in full (based on the principal amount of Notes deemed by the Indenture to be outstanding at the time of distribution) of accrued and unpaid interest, if any, on such outstanding Notes; fourth, after receiving notice thereof from the Trustee, to the ratable payment (based on the principal amount of Notes deemed by the Indenture to be outstanding at the time of distribution) of unpaid principal of such outstanding Notes; fifth, after receiving notice thereof from the Trustee, to the ratable payment (based on the principal amount of Notes deemed by the Indenture to be outstanding at the time of distribution) of all other Obligations, until all Obligations (the amounts so applied shall have been paid in full; and sixth, to be distributed (subject payment to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their Company or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application , of any surplus then remaining from such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Guaranteed Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Guaranteed Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, amounts received from any Pledgor or Guarantor shall not be applied to any Excluded Swap Obligation of such Pledgor or Guarantor, as applicable. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent After the occurrence and during the continuance of an Event of Default, any money collected by the Trustee pursuant to this Agreement or any other Security Document shall apply be applied by the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, Trustee as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent Trustee (in their respective capacities its capacity as such hereunder and under the other Security Documents or as Trustee under any other Loan Documentthe Indenture) in connection with such collectionthe management, sale, foreclosure operation and maintenance of any Collateral after an Event of Default and any collection or realization sale of the Collateral or otherwise in connection with this Agreement, any other Loan Security Document or any of the Security Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent Trustee hereunder or under any other Loan Security Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Security Document; SECOND, to the Trustee payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Security Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties holders of Securities pro rata in accordance with the amounts of the Security Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Trustee 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 Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The (a) Subject to the provisions of the Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, including any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Note Document or any of the ObligationsSecured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent Trustee hereunder or under any other Loan Note Document on behalf of any Grantor and Grantor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Note Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the other Secured Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall shall, subject to the provisions of the Intercreditor Agreement, have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to (a) if the payment in full security interest of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Agent in accordance with such Collateral secures the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRDSecured Obligations, to the payment in full of all other the Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) and (b) if the security interest of the Administrative Agent in such Collateral secures solely the Foreign Secured Obligations and does not secure any other Secured Obligations, to the payment in full of the Foreign Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Foreign Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection or sale of Collateral of any Grantor, including any Collateral consisting of cash, shall not be applied to Excluded Swap Obligations (if any) of such Grantor and shall instead be applied to other Secured Obligations.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent shall apply the proceeds in respect of any collection, sale, foreclosure any collection from, or other realization upon all or any Collateralpart of the Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Secured Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and 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 Administrative Collateral Agent or in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in their respective capacities its capacity as such hereunder or under any other Loan Documentthe Collateral Agent and not as a Lender) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of 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 Administrative Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any other Loan Document; SECONDexcess of such proceeds, to the payment in full of Unfunded Advances/Participations all Secured Obligations (the amounts so applied other than (i) obligations with respect to be distributed between any purchasing card or among similar program owed to any Lender, any Affiliate of any Lender, the Administrative AgentAgent or the Collateral Agent and (ii) Bank Services Obligations); third, ratably, to all Obligations (not to exceed $3,000,000 in the aggregate) owed to any Lender, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date Affiliate of any such distributionLender, the Administrative Agent or the Collateral Agent arising from any purchasing card or similar program; fourth, to Banking Services Obligations (not to exceed $20,000,000); THIRDand fifth, to the extent of any excess of such proceeds, to the payment in full to or upon the order of all other Obligations (such Grantor or to whosoever may be lawfully entitled to receive the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The (a) Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent shall apply in accordance with Section 12(e) hereof, the proceeds of any collectionsale of, sale, foreclosure or other realization upon upon, all or any Collateral, including any Collateral consisting part of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under and 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made cash held by the Collateral Agent or shall be applied by the Administrative Collateral Agent hereunder or under any other Loan Document on behalf in the following order of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDpriorities: first, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, all Obligations owing to the payment Collateral Agent of the type provided in full of all other Obligations clauses (the amounts so applied to be distributed iii) and (subject to the first proviso to Section 3.01 and clause (Biv) of the first proviso definition of Obligations; second, an amount equal to Section 4.01(a)the outstanding Primary Obligations (as defined below) among of the Pledgor shall be paid to the Secured Parties pro rata as provided in accordance Section 16(d), with the amounts each Secured Party receiving an amount equal to its outstanding Primary Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; third, an amount equal to the outstanding Remaining Obligations owed of the Pledgor shall be paid to them on the date Secured Parties as provided in Section 16(d), with each Secured Party receiving an amount equal to its outstanding Remaining Obligations of any the Pledgor or, if the proceeds are insufficient to pay in full all such distribution)Remaining Obligations, its Pro Rata Share of the amount remaining to be distributed; and FOURTHfourth, upon payment of all Remaining Obligations, to payment to the Grantors, their Pledgor or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application , of any surplus then remaining from such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Except as expressly provided elsewhere in this Agreement, all amounts received by the Administrative Agent shall apply in respect of the proceeds of Loan Document Obligations, including upon any collectionsale of, saleany collection from, foreclosure or other realization upon all or any part of the Collateral, including any Collateral consisting shall be applied, in full or in part, promptly by the Administrative Agent against the Loan Document Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent or in connection therewith, and all amounts for which the Collateral Administrative Agent is entitled to indemnification hereunder (in their respective capacities its capacity as such hereunder Administrative Agent and not as a Lender) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf for the account of any Grantor the applicable Loan Party, and any other to the payment of all costs and expenses paid or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any the other Loan DocumentDocuments, all in accordance with the terms hereof or thereof; SECONDsecond, to the extent of any excess of such proceeds, to the payment of all other costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all expenses, liabilities and advances made or incurred by the other Secured Parties in connection therewith; third, to the extent of any excess of such proceeds and without duplication of amounts applied pursuant to clauses first and second above, to the payment in full in cash, pro rata, of Unfunded Advances/Participations interest and other amounts constituting Loan Document Obligations (the amounts so applied to be distributed between or among the Administrative Agentother than principal), any Swingline Lender in each case equally and any Issuing Bank pro rata ratably in accordance with the respective amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 thereof then due and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.owing;

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement or, with respect to Collateral owned or held by any UK Credit Party, in Clause 13.6 of the UK Security Agreement, during the existence of an Event of Default, all proceeds received by the Collateral Agent shall apply the proceeds in respect of any collection, sale, foreclosure any collection from, or other realization upon all or any Collateralpart of the Collateral (including all proceeds held by the Collateral Agent in the Xxxxxxx Cash Collateral Account and the Exchange Note Cash Collateral Account) shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Obligations in the following order of cash, as followspriority: FIRSTfirst, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent, the Administrative Agent and their respective agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent or in connection therewith, and all amounts for which the Collateral Agent and the Administrative Agent are entitled to indemnification hereunder or under the Collateral Documents (in their respective capacities as such hereunder or under any other Loan Documentthe Collateral Agent and Administrative Agent, respectively, and not as a Lender) 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or and the Administrative Agent hereunder or under any other Loan Document on behalf the Collateral Documents for the account of any Grantor the applicable Guarantor, and any other to the payment of all costs and expenses paid or expenses incurred by the Collateral Agent and the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any other Loan Document; SECONDexcess of such proceeds, to the payment in full of Unfunded Advances/Participations (all other Obligations for the amounts so applied ratable benefit of the Lenders; and third, to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date extent of any excess of such distribution); THIRDproceeds, to the payment in full to or upon the order of all other Obligations (such Guarantor or to whosoever may be lawfully entitled to receive the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, including any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations the Obligations (excluding Obligations with respect to Secured Hedge Agreements and Secured Cash Management Agreements that are not Designated Secured Hedge Agreements or Designated Secured Cash Management Agreements) secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata Secured Parties in accordance with the order of priority set forth in Section 2.19(b) of the Credit Agreement based on respective amounts of Unfunded Advances/Participations such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all other the Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Obligations owed to them on the date of any such distribution); and FOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, no amount received from any Guarantor, or from the proceeds of Collateral pledged by such Guarantor, shall be applied to any Excluded Swap Obligations of such Guarantor. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment in full of all costs and expenses incurred by the Collateral Agent and Administrative Agent or 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 Secured Obligations, as the case may be, including all court costs and the reasonable fees and expenses of its agents and legal counselcounsel payable under the Credit Agreement, the repayment of all advances made by the Collateral Agent or the and Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Secured Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. The Subject to the terms of any Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or Agent, the Collateral Agent or any other Representative (in their respective capacities as such hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document Document, any Pari Passu Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentDocument or any Pari Passu Agreement, as applicable; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion (subject to the ABL Intercreditor Agreement) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon (a) any Series Excluded Stock with respect to any Series of Pari Passu Debt Obligations, shall not be applied to such Series of Pari Passu Debt Obligations and shall instead be applied to other secured obligations and (b) any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. The Collateral Subject to the terms of the Senior Lien Intercreditor Agreement and the Senior Priority Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as followsin the order specified below: FIRST, to the payment of all reasonable costs and expenses and indemnification amounts incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under and any other Loan Document) Authorized Representative and all fees owed to them in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Credit Document or any of the Obligations, including all court costs and the reasonable fees fees, disbursements and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent relevant Authorized Representatives hereunder or under any other Loan Credit Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Agent certificates setting forth the respective amounts referred to in this Section 4.02, that each applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Subject to the Intercreditor Agreement and Section 2.04, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, including any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Indenture Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Indenture Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Indenture Document in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Subject to the Intercreditor Agreement and Section 2.04, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and in making the determination and allocations required by this Section 3.02, the Collateral Agent may conclusively rely upon information supplied by the applicable Authorized Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to Other Second-Lien Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 3.02. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities its capacity 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Issuing Lender and any Issuing Bank Swingline Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or and the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Administrative Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment Collateral Agent for distribution to the Secured Parties as provided in full Section 4.01 of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to Intercreditor Agreement for the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTHSecured Parties. THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Collateral Agent shall shall, following written instruction from the Applicable First Lien Agent and subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, any other Loan Document Indenture Document, any Credit Agreement Document, any Other First Lien Agreement or any of the ObligationsObligations secured by such Collateral, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Indenture Document, any Credit Agreement Document or any Other First Lien Agreement on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or hereunder, under any other Loan Indenture Document, any Credit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Indenture Document, any Credit Agreement Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of Unfunded Advances/Participations the Obligations secured by such Collateral (the amounts so applied to be distributed between or among the Administrative Agent, any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the respective amounts of the such Obligations owed to them on the date of any such distribution); and FOURTHTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Notwithstanding the foregoing, (i) no amount received from any guarantor, or from the proceeds of Collateral pledged by such guarantor, shall be applied to any Excluded Swap Obligations of such guarantor and (ii) in no event shall the proceeds of any collection or sale of any assets owned directly by Holdings or by any Subsidiary of Holdings other than the Issuer or any Subsidiary of the Issuer, in each case as included in the Collateral, be applied to the payment of any obligations other than the Credit Agreement Obligations. Following written instruction from the Applicable First Lien Agent, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. The Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of the collection or sale of any collection, sale, foreclosure or other realization upon Collateral securing any CollateralObligations, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure collection or realization sale or otherwise in connection with this Agreement, Agreement or any other Loan Credit Document (in each case, insofar as they evidence, govern, secure or otherwise relate to such Obligations), or otherwise in connection with any of the such Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Credit Document (in each case, insofar as they relate to such Obligations) on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document (in each case, insofar as they relate to such Obligations) at the direction or for the benefit of holders of such Obligations; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied all such Obligations as shall be owed to be distributed between or among the Administrative Agent, any Swingline Lender and Agent or any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution)Bank; THIRD, to the payment in full of all the other Obligations (secured by such Collateral in accordance with the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) relative priorities of the first proviso to Section 4.01(a)) among Liens on such Collateral securing such Obligations as set forth herein and in the Secured Parties pro rata Security Documents, with Obligations secured by Liens of a higher priority being paid in full before any distribution is made in respect of Obligations secured by Liens of a lower priority (and, as between Obligations secured by Liens of the same priority, ratably in accordance with the amounts of the such Obligations owed to them on the date of any such distributionapplication); and FOURTH, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the provisions of clause THIRD above, any Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations, except as otherwise provided in the Credit Agreement.

Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or 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 reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, any N.Z. Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (B) of the first proviso to Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.